Exhibit 99.1

Execution Copy

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (the “ Agreement ”), dated as of October 22, 2015, by and among Quest Patent Research Corporation, a Delaware corporation, with headquarters located at 411 Theodore Fremd Avenue, Suite 206S, Rye, New York, 10580 (the “ Company ”), Quest Licensing Corporation, a Delaware corporation (“ Quest Licensing ”), Wynn Technologies, Inc., a New York corporation (“ Wynn ”), Mariner IC Inc., a Texas corporation (“ Mariner ”), Semcon IP Inc., a Texas corporation (“ Semcon ”) and IC Kinetics Inc., a Texas corporation (“ IC ”), and United Wireless Holdings, Inc., a Delaware corporation, with headquarters located at 301 Congress Avenue, Suite 1275, Austin, TX 78701 (the “ Buyer ”). Quest Licensing, Wynn, Mariner, Semcon and IC are wholly owned subsidiaries of the Company and are referred to collectively as the “ SPA Subsidiaries .”

WHEREAS :

A.                The Company, the SPA Subsidiaries and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ 1933 Act ”), and Rule 506(b) of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ SEC ”) under the 1933 Act.

B.                 The Company has authorized the issuance of its 10% secured convertible notes in substantially the form attached hereto as Exhibit A (all such notes issued pursuant to Section 1 of this Agreement, the “ Notes ”), which Notes, following certain specified events of default, shall be convertible into the Company's common stock, par value $0.00003 per share (the “ Common Stock, ” and the shares of Common Stock issuable upon conversion of the Notes in accordance with the terms of the Notes, the “ Conversion Shares ”).

C.                 The Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) a Note in the principal amount of $1,250,000 (the “ Initial Note ”), (ii) two additional Notes in the principal amount of $2,000,000 (the “ Further Payment Notes ”), (iii) up to $1,000,000 in principal amount of additional Notes (the “ Additional Notes ”), and (iii) 50,000,000 shares (the “ Shares ”) of the Company’s restricted Common Stock at a purchase price of $0.005 per Share or an aggregate of $250,000.

D.                The Company has also agreed to grant the Buyer an option (the “ Purchase Option ”) to purchase up to an additional 50,000,000 shares of Common Stock (the “ Purchase Option Shares ”) in three tranches at the prices as set forth herein and to give Buyer an interest in certain proceeds as set forth in the Monetization Proceeds Agreement among the parties.

E.                 Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, a Patent Proceeds Security Agreement, a Pledge and Security Agreement, a Guaranty, a Subordination Agreement, and a Monetization Proceeds Agreement substantially in the forms attached hereto as Exhibit B (the “ Registration Rights Agreement ”), Exhibit C (the “ Security Agreement ”), Exhibit D (the “ Pledge Agreement ”), Exhibit E (the “ Guaranty ”), Exhibit F (the “ Subordination Agreement ”) and Exhibit G (the “ Monetization Proceeds Agreement ”), respectively, pursuant to which the Company has agreed to provide to Buyer certain registration rights with respect to the registration under the 1933 Act of the Registrable Securities (as defined in the Registration Rights Agreement) and the Company and the SPA Subsidiaries have agreed to provide to the Buyer (i)certain security for the repayment of the Notes; and (ii) an interest in the net monetization proceeds of certain patents, respectively.

F.                  The SPA Subsidiaries have or will have certain rights, title and interest in the patents described on Schedules A-1 (the “ SemCon Patents ”) and A-2 to the Security Agreement (collectively, the “ Patents ”) and to secure the repayment of the Notes and the other obligations of the Company and SPA Subsidiaries hereunder and under the other Transaction Documents, each of the SPA Subsidiaries has granted to Buyer a security interest in the Patent Collateral, as such term is defined in the Security Agreement.

G.                 The Notes, the Conversion Shares, the Shares, and the Purchase Option Shares are collectively referred to herein as the “ Securities .”

NOW, THEREFORE , the Company and each Buyer hereby agree as follows:

1.             PURCHASE AND SALE OF NOTES, SHARES AND PURCHASE OPTION.

(a)                Purchase of Notes, Shares and Purchase Option .  Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, at the Initial Closing (as defined below) the Company shall issue and sell to Buyer and Buyer agrees to purchase from the Company on the Initial Closing Date (as defined below), (i) the Initial Notes in the total principal amount of $1,250,000, with one Initial Note in the principal amount of $1,000,000 and the second Initial Note in the principal amount of $250,000, (ii) 50,000,000 Shares of Common Stock and (iii) the Purchase Option to purchase up to an additional 50,000,000 shares of Common Stock.

(b)                Closings .

(i)        Initial Closing .  The date and time of the initial closing (the “ Initial Closing Date ” and the “ Initial Closing ”, respectively) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company, the SPA Subsidiaries and the Buyer) after notification of satisfaction (or waiver) of the conditions to the Initial Closing set forth in Sections 6 and 7 below, at the offices of CKR Law LLP, 1330 Avenue of the Americas, 14 ^th Floor, New York, NY 10019 or such other place and time as may be agreed upon by the parties. The Initial Closing may also be undertaken remotely by electronic transfer of closing documents. The Initial Closing shall take place in conjunction with and is conditioned upon the Closing (as defined therein) under the Patent Sale Agreement (the “ IV Agreement ”) with an effective date of July 8, 2015, as amended, between the Company and Intellectual Ventures Assets 16 LLC (“ Intellectual Ventures ”).

(ii)       Further Payment Notes. (A) The Company shall have the absolute and unconditional right, but not the obligation, to require Buyer to purchase Further Payment Notes, in the amounts (the “ Further Payment Note Amount ”) and on the sale dates (each an “ Further Payment Note Closing Date ”) indicated below by providing Buyer with written notice not less than ten (10) days prior to the applicable Further Payment Closing Date. Such notice, which may be given by telecopier or email, shall set forth the principal amount of the Further Payment Note and the date of the Further Payment Note Closing Date. All sales of Further Payment Notes shall be at the Company’s sole discretion.

(B)     However, if on any Further Payment Note Closing Date a Conversion Eligible Event of Default (as defined in the Notes) shall have occurred and be continuing, (1) immediately upon the Buyer’s purchase of the Further Payment Note on such Further Payment Note Closing Date, the Company shall be deemed to have assigned, transferred and conveyed to the Buyer and/or its nominee full, absolute and unconditional title to and ownership of the Pledged Interests (as defined in the Pledge Agreement), free and clear of any liens, claims or encumbrances; the Pledge Agreement shall be deemed to have terminated; and the Buyer shall have full power and authority to cause any and all certificates representing the stock included in the Pledged Interests to be registered and issued in the name of the Buyer and/or its nominee. The Company at its expense, shall make, execute, acknowledge and deliver, and file and record as necessary or appropriate with governmental or regulatory authorities, agencies or offices, such agreements, assignments, documents and instruments, and do such other and further acts and things (including, without limitation, obtaining consents of third parties), as the Buyer may reasonably request or as may be necessary in order to vest full, absolute and unconditional title in and to the Pledged Interests in the Buyer and/or its nominee. Upon such assignment of the Pledged Interests, the Buyer agrees (x) promptly to give written notice thereof to the Company, which shall include a description of the nature of the Conversion Eligible Event of Default that it will assume or guarantee, in form reasonably satisfactory to IV, the obligations of the Company and Mariner, Semcon and IC to make any “Further Payments” (as defined in the IV Agreement as in effect on the date hereof) that have not theretofore been made. (Notwithstanding the foregoing, the inclusion of a description of the nature of a Conversion Eligible Event of Default in any such notice shall not be construed to limit any rights of the Buyer hereunder or under any other Transaction Document or as a waiver of any other Conversion Eligible Event of Default that may have occurred and not be described in such notice.)

(2)     The outstanding Further Payment Notes and the Initial Note in the principal amount of $1,000,000 shall be deemed to be forgiven and satisfied in full, and, for the avoidance of doubt, Buyer shall have no conversion rights with respect thereto.

(3)     The obligation of the Buyer to purchase any additional Further Payment Notes or Additional Notes shall terminate.

(iii)     Additional Notes .  Subject to satisfaction of its obligations under this Agreement, the Notes and the other Transaction Documents, and subject to Section 1(b)(ii)(3) above and Section 1(b)(iv) below, the Company shall have the right, but not the obligation, to require Buyer to purchase Additional Notes, in the amounts (the “ Additional Note Amount ”) and on the sale dates (each an “ Additional Note Closing Date ”) indicated below by providing Buyer with written notice (an “ Additional Note Purchase Notice ”) not less than seventy-five (75) days prior to the applicable Additional Note Closing Date. Such notice, which may be given be telecopier or email, shall set forth the principal amount of the Additional Note and the date of the Additional Note Closing Date. All sales of Additional Notes shall be at the Company’s sole discretion.

For the avoidance of doubt, except as otherwise provided herein, references to Working Capital include expenses relating to this Agreement and the Transaction Documents and the performance of the Company’s obligations hereunder and thereunder.

(iv)     Purchase Option .  The Buyer shall have the right under the Purchase Option to purchase up to 50,000,000 Purchase Option Shares in the amounts and during the periods indicated below (at any time and from time to time) at the purchase prices per share indicated below:

The Buyer may exercise the Purchase Option, in whole or in part, by giving written notice to the Company (which shall be revocable by the Buyer) of the intended purchase date (an “ Option Share Closing Date ”) and number of Purchase Option Shares to be purchased not less than three (3) Business Days prior to the applicable Option Shares Closing Date. On each Option Share Closing Date, Buyer shall make payments of the purchase price for the Option Shares being purchased and the Company shall deliver certificates for the Purchase Option Shares. Buyer may acquire Purchase Option Shares within each tranche pursuant to one or more closings. Notwithstanding the foregoing, upon the occurrence of an Event of Default (as such term is defined in the Notes), or a Fundamental Transaction (as such term is defined in the Notes), including a Change of Control (as such term is defined in the Notes), the Purchase Option shall immediately become exercisable in full without regard to the stated purchase period.

(v)      Monetization Agreement Shortfalls .  In the event of any Monetization Shortfall Default (as defined in the Monetization Proceeds Agreement), provided that all conditions precedent to a Subsequent Closing (as defined below) set forth in Section 7 below have been satisfied, the Company shall automatically be deemed to have borrowed from UWH the Monetization Shortfall Default Amount (as defined in the Monetization Proceeds Agreement) and to have issued and sold to UWH on the Monetization Shortfall Default Date (as defined in the Monetization Proceeds Agreement) an Additional Note (a “ Monetization Shortfall Additional Note ”) in a principal amount equal to the amount of the Monetization Shortfall Default (and, for avoidance of doubt, otherwise on the same terms and conditions and in the same form as the other Notes), provided that the aggregate original principal amount of all Monetization Shortfall Additional Notes and all Additional Notes shall in no event exceed one million dollars ($1,000,000.00). The Company shall execute and deliver each Monetization Shortfall Additional Note promptly upon the request of the Buyer. The original principal amount of each Monetization Shortfall Additional Note shall reduce by an equal amount the Buyer’s obligation to purchase Additional Notes, beginning with the next scheduled Additional Note Closing Date for an Additional Note under Section 1(b)(iii) and extending to each subsequent Additional Note Closing Date for a Additional Note in chronological order.

(vi)   All Additional Note Closing Dates, Further Payment Note Closing Dates, Monetization Shortfall Default Dates and Option Share Closing Dates are referred to herein collectively as “ Subsequent Closing Dates ,” and the closings occurring thereon are referred to herein collectively as “ Subsequent Closings .” The Initial Closing Date and all Subsequent Closing Dates are referred to herein collectively as “ Closing Dates .”

(c)                Use of Proceeds .

(i)       The proceeds of the Note and the Shares issued and sold at the Initial Closing shall be used for (A) the “Initial Payment” as defined in the IV Agreement in the amount of $1,000,000, and (B) for working capital in the amount of $250,000.

(ii)      The proceeds of each Further Payment Note issued and sold pursuant to Section 1(b)(ii) above shall be used as set forth in Section 1(b)(ii) above.

(iii)     The proceeds of each Additional Note issued and sold pursuant to Section 1(b)(iii) above shall be used as set forth in Section 1(b)(iii) above.

(iv)     The proceeds of the Purchase Option Shares, if any, shall be used for working capital and general corporate purposes, including payment of (A) the Notes or (B) any other Indebtedness permitted under the Transaction Documents on its contractually scheduled due date, which shall not have been amended to advance such due date since the Indebtedness was incurred.

(d)               Purchase Price .  

(i)       The purchase price for the Initial Note shall be $1,250,000 and the purchase price for the Shares shall be $250,000. The total purchase price of the Initial Note and the Shares to be purchased by the Buyer at the Initial Closing is $1,500,000 (the “ Initial Purchase Price ”).

(ii)      The purchase price for each Further Payment Note under Section 1(b)(ii) and each Additional Note under Section 1(b)(iii) (adjusted as provided in Section 1(b)(v)) and each Monetization Shortfall Additional Note under Section 1(b)(v) shall be 100% of the face amount of the Further Payment Note Additional Note, as the case may be, to be issued.

(iii)     The purchase price for the Purchase Option Shares shall be as provided in Section 1(b)(iii) above, subject to adjustment with respect to the number of Purchase Option Shares and the purchase price per share in the event of a stock dividend, stock distribution, stock split, reverse split or other combination of shares and similar events.

(e)                Form of Payment; Delivery of Securities .  

(i)       On the Initial Closing Date, (i) the Buyer shall pay the Initial Purchase Price to the Company for the Initial Note and the Shares to be issued and sold to Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to Buyer the Initial Note and the Shares, in each case duly executed on behalf of the Company (and in the case of the Shares, its Transfer Agent) and registered in the name of Buyer or its designee(s) in the Company’s note register; provided, however, that in the event the Company is unable to deliver a certificate for the Shares at the Initial Closing, the Company shall provide to Buyer evidence that (x) it has delivered irrevocable instructions to its transfer agent as to the issuance of the Shares and (y) the transfer agent shall have confirmed that the shares will be issued and delivered directly to Buyer within two business days.

(ii)      On each Further Payment Note Closing Date and Additional Note Closing Date, (i) the Buyer shall pay the purchase price to the Company for the Further Payment Note or Additional Note, as applicable, to be issued and sold to Buyer at that Closing Date by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to Buyer the Further Payment Note or Additional Note, as applicable, duly executed on behalf of the Company and registered in the name of Buyer or its designee(s) in the Company’s note register.

(iii)     Notwithstanding the foregoing, the portion of the Initial Purchase Price referred to in Section 1(c)(i)(A) and the Further Payment Note purchase price amounts, will, at the discretion of the Buyer, be paid directly to Intellectual Ventures pursuant to written instructions provided by it.

(iv)     On each Option Share Closing Date, (i) the Buyer shall pay the Company the purchase price for the Purchase Option Shares to be issued and sold to Buyer at the Option Share Closing Date by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to Buyer the Purchase Option Shares, duly executed on behalf of the Company and its Transfer Agent and registered in the name of Buyer or its designee(s).

(v)      (A)      Subject to all conditions precedent for an Additional Note purchase by Buyer having been satisfied, in the event (and each time) that the Company gives Buyer an Additional Note Purchase Notice and Buyer notifies the Company in writing within fifteen (15) days after receipt of such Additional Note Purchase Notice that it will not purchase such Additional Note (an “ Additional Note Failure ”), the Buyer will be relieved of its obligation to purchase such Additional Note, and the Company shall have the right to obtain, at any time until the next scheduled Additional Note Closing Date, alternative working capital financing of up to $1,000,000, which may include any combination of the following: (1) sale of Common Stock (including Common Stock purchase warrants), (2) Indebtedness with a term not exceeding the stated Maturity Date of the Notes, from one or more other lenders, which shall not be secured by any interest in the Patents or any Patent Collateral (as defined in the Security Agreement) or any Collateral (as defined in the Pledge Agreement), except that such Indebtedness may be secured by a security interest in an interest in the Company’s or one of its Subsidiaries interest in Net Proceeds (as defined in the Monetization Proceeds Agreement (“ Third Party Working Capital Loans ”), and (3) sale of an interest in the Company’s or one of its Subsidiaries interest in Net Proceeds. The net proceeds of all such financing shall be used for working capital. The Buyer agrees that it will subordinate all payment obligations under the Notes to any such Third Party Working Capital Loans, and if requested will enter into a subordination agreement with each lender thereof, in customary form reasonably acceptable to the Buyer and such lender.

(B)     In addition, an Additional Note Failure will have the consequences specified in the Monetization Proceeds Agreement.

(f)                Note Terms .  All Notes shall be due and payable, shall bear interest and shall be convertible into other securities as set forth in the Note.

(g)                Security .  At the Initial Closing, Buyer, Seller, and the SPA Subsidiaries, as applicable, shall each execute and deliver the Security Agreement, the Pledge Agreement, the Guaranty, and the Subordination Agreement.

(h)                 Registration Rights .  At the Initial Closing, Buyer and Seller shall each execute and deliver the Registration Rights Agreement.

(i)                  Proceeds Interest .  At the Initial Closing, Buyer and Seller shall each execute and deliver the Monetization Proceeds Agreement.

(j)                 Lock-Up .  Buyer agrees that, during the 180 day period commencing on the Initial Closing Date, Buyer will not, directly or indirectly, engage in any transactions or aid or assist other in engaging in any transactions in the Company’s Common Stock..

2.            BUYER'S REPRESENTATIONS AND WARRANTIES .  Buyer represents and warrants that:

(a)               No Public Sale or Distribution .  Buyer is (i) acquiring the Notes and the Shares and (ii) upon conversion of the Notes will acquire the Conversion Shares issuable upon conversion of the Notes and upon exercise of the Purchase Option will acquire the Purchase Option Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided , however , that by making the representations herein, Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined in Section 3(s)) to distribute any of the Securities.

(b)               Accredited Investor Status .  Buyer is and on each Closing Date will be an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(c)                Reliance on Exemptions .  Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Securities.

(d)               Information .  Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by Buyer. Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by Buyer or its advisors, if any, or its representatives shall modify, amend or affect Buyer's right to rely on the Company's representations and warranties contained herein. Buyer understands that its investment in the Securities involves a high degree of risk. Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Buyer recognizes that, in connection with the negotiation of this Agreement, Buyer has received pursuant to a confidentiality agreement, information that may be material non-public information concerning the Company, as separately identified to the Buyer on or prior to the date hereof. Such material non-public information, if any, shall be publicly disclosed by the Company promptly within four Business Days following the Initial Closing Date; it being agreed and understood that (i) the Company shall not be required to disclose any information for which Confidential Treatment has been requested or obtained or (ii) any discussions, understandings, letters of intent, term sheets, settlement discussions and proposals or other material that have not been reduced to a binding agreement which is not subject to material contingencies which affect the Company’s obligations thereunder.

(e)                No Governmental Review .  Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f)                Transfer or Resale .  Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “ Rule 144 ”); and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder provided that such transaction is not deemed to be a sale under the 1933 Act, and Buyer, when effecting a pledge of Securities, shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(f). Nothing in this Section 2(f) shall be construed to relieve Buyer of its obligations under clause (i) of this Section 2(f) in the event of a sale of pledged securities

(g)                Legends .  Buyer understands that the certificates or other instruments representing the Notes and the Shares and, until such time as the resale of the Conversion Shares, the Shares, and the Purchase Option Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement and sold pursuant to an effective registration statement, the stock certificates representing the Conversion Shares, Purchase Option Shares and the Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, AND AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.  

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“ DTC ”), if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the 1933 Act and have been sold pursuant to such registration statement, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, including, if applicable, Rule 144 or Rule 144A and the Securities are not restricted securities in the hands of the transferee.  The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with the initial issuance of the Shares and, upon conversion of the Notes and exercise of the Purchase Option, the Conversion Shares and Purchase Option Shares.

(h)                Validity; Enforcement .  This Agreement, the Note, the Registration Rights Agreement, the Pledge Agreement, the Subordination Agreement, the Monetization Proceeds Agreement, the Guaranty and the Security Agreement have been duly and validly authorized, executed and delivered on behalf of Buyer and shall constitute the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

(i)                 No Prior Relationship .  Buyer is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” of the Company or any of its Subsidiaries or (iii) prior to the Initial Closing, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”)).  As used in this Agreement, the term “affiliate” shall have the meaning set forth in Rule 144

(j)                 No Conflicts .  The execution, delivery and performance by Buyer of this Agreement and the Registration Rights Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder.

(k)                OFAC Representation .

(i)       Buyer has checked the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac. Buyer represents that the amounts invested by it in the Company pursuant to this Agreement were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists.

(ii)      To the best of Buyer’s knowledge, none of: (1) Buyer; (2) any person controlling or controlled by Buyer; (3) if Buyer is a privately-held entity, any person having a beneficial interest in Buyer; or (4) any person for whom Buyer is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. Buyer agrees to promptly notify the Company should Buyer become aware of any change in the information set forth in these representations. Buyer understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of Buyer, either by prohibiting additional subscriptions from Buyer and/or segregating the assets in the account in compliance with governmental regulations. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

(iii)     To the best of Buyer’s knowledge, none of: (1) Buyer; (2) any person controlling or controlled by Buyer; (3) if Buyer is a privately-held entity, any person having a beneficial interest in Buyer; or (4) any person for whom Buyer is acting as agent or nominee in connection with this investment is a senior foreign political figure, ¹ or any immediate family ² member or close associate ³ of a senior foreign political figure, as such terms are defined in the footnotes below.

(iv)     Buyer is not affiliated with a non-U.S. banking institution (a “Foreign Bank”), and Buyer does not receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank.

(l)                 No Bad Actor .  Neither Buyer nor any designee of Buyer to whom Notes are issued is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

(m)             No Broker .  Neither Buyer not any affiliates of Buyer has engaged any broker or finder in connection with the transactions contemplated by the Transaction Documents. Buyer shall pay, and hold the Company harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim against the Company resulting from actions taken by Buyer.

(n)               Manipulation of Price .  Buyer has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

¹ A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

² “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

³ A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

(o)               Buyer Licenses . Buyer has made available to the Company and provided the Company an opportunity to review all of its patent license agreements, which Buyer has listed on Schedule 2(o) to this Agreement.

3.             REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SPA SUBSIDIARIES.   The Company and the SPA Subsidiaries represent and warrant to the Buyer that, except as set forth on the Schedules to this Agreement:

(a)               Organization and Qualification .  Each of the Company and its “ Subsidiaries ” (which includes the SPA Subsidiaries and any other entities in which the Company, directly or indirectly, owns at least 50% of the capital stock of the entity or otherwise controls the operations of the entity) are corporations organized and validly existing in good standing under the laws of the jurisdiction in which they are formed, and have the corporate power and authority to own their properties and to carry on their business as now being conducted, except as set forth in Schedule 3(a). Each of the Company and its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.  As used in this Agreement, “ Material Adverse Effect ” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby or on the other Transaction Documents or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents (as defined below).  The Company has no Subsidiaries except as set forth on Schedule 3(a) .

(b)               Authorization; Enforcement; Validity .  The Company and the SPA Subsidiaries, as applicable, have the power and authority to enter into and perform their obligations under this Agreement, the Notes, the Registration Rights Agreement, the Security Agreement, the Monetization Proceeds Agreement, the Pledge and Security Agreement, the Subordination Agreement, the Guaranty, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “ Transaction Documents ”) and to issue the Securities in accordance with the terms hereof and thereof; provided, however, the Buyer recognizes that the Company is presently authorized to issue a total of 390,000,000 shares of Common Stock, and the representation in this Section 3(b) is qualified to the extent that the conversion of the Notes could require the Company to issue more shares of Common Stock than may be issued pursuant to its Certificate of Incorporation prior to the time (within 135 days of the Initial Closing Date) it increases its authorized Common Stock to 1,250,000,000 shares (the “ Authorized Share Increase ”), this qualification being referred to as the “ Authorized Stock Qualification, ” and the Authorized Share Increase is also required for the exercise of the Purchase Option. The execution and delivery of the Transaction Documents by the Company and the SPA Subsidiaries, as applicable, and the consummation by the Company and the SPA Subsidiaries, as applicable, of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the Purchase Option Shares issuable upon exercise of the Purchase Option have been duly authorized by the Company's and the SPA Subsidiaries, as applicable, Boards of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and other filings as may be required by state securities agencies and subject to the Authorized Stock Qualification) no further filing, consent, or authorization is required by the Company, the SPA Subsidiaries, their Boards of Directors or the Company’s stockholders except as will be necessary to effect the Authorized Share Increase. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and the SPA Subsidiaries, as applicable, and constitutes the legal, valid and binding obligations of the Company and the SPA Subsidiaries, as applicable, enforceable against the Company and the SPA Subsidiaries, as applicable, in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as otherwise provided in this Section 3(b).

(c)               Issuance of Securities .  The issuance of the Notes, the Shares and the Purchase Option have been duly authorized and upon issuance thereof and conversion of the Notes and exercise of the Purchase Option in accordance with their respective terms, the Shares, Conversion Shares and Purchase Option Shares will be validly issued, fully paid and non-assessable and free from all pre-emptive or similar rights, taxes, liens and charges with respect to the issuance thereof, with the holders being entitled to all rights afforded to a holder of Common Stock, subject to the Authorized Share Increase and, with respect to the Conversion Shares, subject to the Authorized Share Qualification. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. From and after the Authorized Share Increase, a number of shares of Common Stock shall have been duly reserved for issuance that equals or exceeds 130% of the aggregate maximum number of shares of Common Stock (the “ Required Reserve Amount ”) issuable upon conversion of the then outstanding Notes (assuming a conversion price equal to 90% of the closing price of the Common Stock on the effective date of the Authorized Share Increase) and exercise of the Purchase Option.

(d)              No Conflicts .   The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Shares and the Purchase Option and reservation for issuance and issuance of the Conversion Shares and Purchase Option Shares) will not (i) subject to the Authorized Stock Qualification, result in a violation of any memorandum of association, certificate of incorporation, certificate of formation, any certificate of designations or other constituent documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or the articles of association or bylaws of the Company or any of its Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the Principal Market (the “ Principal Market ”) and applicable laws of the State of Delaware applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except to the extent that any such violation or default would not have a Material Adverse Effect.

(e)               Consents .  Other than as disclosed in Schedule 3(e) , neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof and except as expressly provided in any such Transaction Document.  All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Initial Closing Date and will, as applicable, be obtained or effected on or prior to each Subsequent Closing Date except where such failure would not have a Material Adverse Effect, and the Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence.  Buyer is aware that the Common Stock is traded on the OTC Pink Market. The Company has received no notice from OTC Markets to the effect that the Common Stock is subject to exclusion from the OTC Pink Market. The OTC Pink Market includes the Common Stock with a “stop” sign and a warning about the absence of publicly available information, which is the lowest tier on the OTC Pink Market.

(f)                Acknowledgment Regarding Buyer's Purchase of Securities .  The Company and the SPA Subsidiaries acknowledge, based on Buyer’s representations, that Buyer is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” of the Company or any of its Subsidiaries or (iii) prior to the Initial Closing, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company and the SPA Subsidiaries further acknowledge that Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to Buyer's purchase of the Securities. The Company and the SPA Subsidiaries further represent to Buyer that the Company's and the SPA Subsidiaries’ decision to enter into the Transaction Documents has been based solely on the independent evaluation of the Transaction Documents by the Company, the SPA Subsidiaries and their representatives.

(g)               No General Solicitation .  Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. No placement agent's fees, financial advisory fees, or brokers' commissions relating to or arising out of the transactions contemplated hereby are payable in connection with the sale of the Securities. The Company shall pay, and hold Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the sale of the Securities.

(h)               No Integrated Offering .  None of the Company, its Subsidiaries, any of their affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company (except as such approval will be required in order to increase the authorized Common Stock or effect a reverse split of the Common Stock) for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.  None of the Company, its Subsidiaries, their affiliates and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Securities under the 1933 Act (except as provided in the Registration Rights Agreement) or cause the offering of the Securities to be integrated with other offerings for purposes of any such applicable stockholder approval provisions.

(i)                 Dilutive Effect .  The Company and the SPA Subsidiaries understand and acknowledge that the number of Conversion Shares issuable upon conversion of the Notes will increase in certain circumstances. The Company and the SPA Subsidiaries further acknowledge that the Company’s obligation to issue Conversion Shares upon conversion of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company, but subject to the Authorized Stock Qualification.

(j)                 Application of Takeover Protections; Rights Agreement .   The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company or which would otherwise affect the rights of Buyer provided in the Transaction Agreements.

(k)               SEC Documents; Financial Statements .  As of the date of this Agreement, the Company has filed with the SEC all reports on Forms 10-K and 10-Q required to be filed during the past two years and all reports required to be filed on Form 8-K for all periods subsequent to June 30, 2015 (collectively, the “ SEC Documents ”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents (other than the date on which such documents were required to be filed), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.  Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements as permitted by the instructions to Form 10-Q and Article 10 of Regulation S-X) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments) in accordance with generally accepted accounting principles consistently applied. No other information provided by or on behalf of the Company or the SPA Subsidiaries to the Buyer which is not included in the SEC Documents but is included in the disclosure schedules to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.)

(l)                Absence of Certain Changes .  Except as disclosed in Schedule 3(l) , since December 31, 2014, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries; provided, however, that the financial statements include a going concern paragraph and the conditions giving rise to the going concern qualification are continuing.  Except as disclosed in Schedule 3(l) , since December 31, 2014, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000.  Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge that its creditors intend to initiate involuntary bankruptcy proceedings.  The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below).  For purposes of this Section 3(l), “ Insolvent ” means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)), (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted; provided, however, that as reflected in the Company’s unaudited financial statement included in the Company’s Form 10-Q report for the quarter ended June 30, 2015, (i) the Company’s total assets were $40,602, (ii) current and total liabilities were $472,142, (iii) the Company had a stockholders’ deficit of $431,540, and (iv) the Company does not anticipate that at September 30, 2015, there will be any positive change in its financial condition.

(m)               No Undisclosed Events, Liabilities, Developments or Circumstances .  No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that, in the judgment of the Company, would be required to be disclosed by the Company under applicable securities laws and which has not been publicly announced except as contemplated by Section 2(d).

(n)               Conduct of Business; Regulatory Permits .  Except as set forth in Schedule 3(n)(i) , neither the Company nor any of its Subsidiaries is in violation of any term of its Certificate of Incorporation or Bylaws (as such terms are defined below) or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively.  Neither the Company not any Subsidiary has any outstanding class or series of preferred stock. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Without limiting the generality of the foregoing, except as disclosed in Schedule 3(n)(ii) , the Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company is not in violation of any of the rules, regulations or requirements of the Principal Market and the Company has received no formal or informal notice that OTC Markets is considering removing the Common Stock from the OTC Pink Market. After giving effect to the Closing, each of Mariner, Semcon and IC (the “ SemCon Subsidiaries ”) will hold no assets other than the assets assigned to it under the IV Agreement at the Closing (as defined therein) thereof, has no Indebtedness (other than Indebtedness relating to the issuance of the Initial Note and the Transaction Documents and any payment due pursuant to the IV Agreement to the extent that such obligations constitute Indebtedness), and is party to no contract or agreement not related to the assets to be assigned to it under the IV Agreement at the Closing (as defined therein) thereof.

(o)               Foreign Corrupt Practices .  Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(p)               Sarbanes-Oxley Act .  The Company is in compliance in all material respects with the requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof; except that the Company has not adopted a code of ethics and the Company does not have adequate disclosure controls or internal controls over financial reporting and does not expect to be able to implement such controls in the foreseeable future.

(q)               Transactions with Affiliates .  Except as set forth on Schedule 3(q) , none of the officers, directors or employees of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its Subsidiaries, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

(r)                 Equity Capitalization .  As of the date hereof, the authorized capital stock of the Company consists of (i) 390,000,000 shares of Common Stock, of which as of the date hereof, 263,038,334 shares are issued and outstanding, 70,000,000 shares are reserved for issuance pursuant to the Company's outstanding option and warrants and (ii) 10,000,000 shares of the Company's preferred stock, par value $0.00003 per share (the “Preferred Stock”), of which as of the date hereof, no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as set forth in the Section 3(r), (i) none of the Company's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company other than such liens and encumbrances as may be placed or incurred, either voluntarily or involuntarily, on the Company’s capital stock by the holders thereof; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Filings, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as set forth in Schedule 3(r), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect.  The Company has furnished or made available to the Buyers true, correct and complete copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the “ Certificate of Incorporation ”), and the Company's Bylaws, as amended and as in effect on the date hereof (the “ Bylaws ”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. The Company owns beneficially and of record 100% of the outstanding shares of stock of each SPA Subsidiary other than Wynn, with respect to which the Company holds a 65% interest.

(s)                Indebtedness and Other Contracts .  Except as disclosed in Schedule 3(s) , neither the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect.   Schedule 3(s) provides a detailed description of the material terms of any such outstanding Indebtedness.  For purposes of this Agreement:  (x) “ Indebtedness ” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services, including, without limitation, “capital leases” in accordance with United States generally accepted accounting principles (other than trade payables entered into in the ordinary course of business, Monetization Expenses and Other Expenses, as defined in the Monetization Proceeds Agreement, all of which are not Indebtedness), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, (H) accrued compensation payable to any officer, director, employee or consultant of the Company, and (I) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “ Contingent Obligation ” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(t)                Absence of Litigation .  To the knowledge of the Company, there is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule 3(t) .  The Company believes that the matters set forth in Schedule 3(t) would not reasonably be expected to have a Material Adverse Effect.

(u)              Insurance .  Schedule 3(u) lists each insurance policy covering the Company, its Subsidiaries and its officers and directors in their capacities as officers and directors, the name of the insurer and the coverage limitations. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for since January 2015, and as of the date of this Agreement and the date of the Initial Closing, neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers.

(v)               Employee Relations .

(i)       Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer or key employee of the Company or any of its Subsidiaries (as defined in Rule 501(f) of the 1933 Act) has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. No executive officer or key employee of the Company or any of its Subsidiaries, to the knowledge of the Company or any of its Subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or key employee does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.

(ii)      The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(w)              Title .  The Company and its Subsidiaries own no real property, and have title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects not otherwise disclosed pursuant to the Schedules to this Agreement, except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries.   Any real property and facilities held under lease by the Company and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

(x)               Patent Rights .  Schedule 3(x) to this Agreement lists all patents owned or controlled by the Company and its Subsidiaries and the expiration dates of such patents and all liens and encumbrances applicable to such patents. The Company does not own or control any other trademarks, trade names, service marks, service mark registrations, copyrights, trade secrets or other intellectual property of any kind and description. The Company and its Subsidiaries own or possess adequate rights or licenses to use all patents, patent rights and all applications and registrations therefor (“ Patent Rights ”) which it believes are necessary to conduct their respective businesses as now conducted.  Except as set forth in Schedule 3(x) , none of the Company's Patent Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement.  The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Patent Rights of others.  There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Patent Rights; provided, however, that in the course of any litigation seeking to enforce intellectual property rights, the defendant may claim, among other defenses, that the patent rights are invalid, were improperly issued or infringe upon intellectual property rights of the defendant.  Neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings.  Nothing in this Agreement or the other Transaction Document shall be construed to prohibit the Company or any SPA Subsidiary from abandoning patent applications, claims or litigation on the advice of counsel.

(y)                Environmental Laws .  The Company and its Subsidiaries (i) are in compliance with any and all Environmental Laws (as hereinafter defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.  The term “ Environmental Laws ” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “ Hazardous Materials ”)   into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(z)                 Subsidiary Rights .  The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.

(aa)              Investment Company Status .  The Company is not, and upon consummation of the sale of the Securities, and for so long as Buyer holds any Securities and as long as Buyer is not an investment company or affiliate of an investment company, will not be, an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

(bb)             Tax Status .  The Company and each of its Subsidiaries (i) has made or filed all U.S. federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and except where the failure to file or pay such taxes will not have a Material Adverse Effect and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction.

(cc)              Off Balance Sheet Arrangements .  There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.

(dd)             Ranking of Notes .  Except as set forth in Schedule 3(dd) to this Agreement and except as provided in the Notes and the other Transaction Documents, no Indebtedness of the Company is senior to or ranks pari passu with the Notes in right of payment, whether with respect of payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise.

(ee)               Transfer Taxes .  On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Securities to be sold to Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(ff)                Manipulation of Price .  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

(gg)            Acknowledgement Regarding Buyer's Trading Activity .   The Company understands and acknowledges that Buyer (except as otherwise provided in this Agreement and in the Notes) may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders' equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted.  The Company acknowledges to the extent that such hedging and/or trading activities are not prohibited, either pursuant to Section 2(a) of this Agreement or pursuant to the Note, such hedging and/or trading activities do not constitute a breach of this Agreement, the Notes or any of the documents executed in connection herewith.

(hh)            U.S. Real Property Holding Corporation .  The Company is not, has never been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Buyer's request.

(ii)               Bank Holding Company Act.   Neither the Company nor any of its Subsidiaries or affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “ BHCA ”) and to regulation by the Board of Governors of the Federal Reserve System (the “ Federal Reserve ”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.  Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(jj)               No Additional Agreements .  The Company does not have any agreement or understanding with Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(kk)              Disclosure .   All disclosure provided to the Buyer regarding the Company, or any of its Subsidiaries, their business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, furnished by or on behalf of the Company taken as a whole is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Neither the Company nor its Subsidiaries has issued any press releases during the twelve (12) months preceding the date of this Agreement. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, the Company believes requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed. The Company acknowledges and agrees that Buyer does not make and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

(ll)               Shell Company Status .   The Company is not and, to the best of the Company’s knowledge, has never been an issuer identified in Rule 144(i)(1).

(mm)           Stock Option Plans . The Company has no stock option or similar plans except to the extent set forth in Schedule 3(mm) . Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable Company stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company's stock option plan has been backdated.  The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. Nothing in this Agreement shall preclude the Company from creating or issuing equity based incentives pursuant to an Approved Stock Plan, as defined in the Notes.

(nn)              No Disagreements with Accountants .  There are no disagreements of any kind presently existing between the Company and the independent accountants formerly or presently employed by the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the independent accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its audit report, and the Company is current with respect to any fees owed to its accountants which could reasonably be expected to affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.  

(oo)             No Liens on Company Management Stock .  The Common Stock owned by the Company’s officers and directors is not presently subject to any liens or encumbrances.

(pp)             The Company acknowledges the representation of the Buyer in Section 2(o).

4.             COVENANTS.

(a)               Form D and Blue Sky .  The Company agrees to file a Form D with respect to the Securities as required under Regulation D.  The Company shall make all filings and reports relating to the sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Initial Closing Date and all Subsequent Closing Dates, as applicable. If requested by Buyer, the Company shall provide evidence of any such action. In making such “Blue Sky” filings, the Company shall rely on Buyer’s address as set forth in this Agreement as being Buyer’s true and correct address.

(b)               Reporting Status .  Until the date on which the Buyer shall have sold all the Conversion Shares, Shares, and Purchase Option Shares and none of the Notes are outstanding (the “ Reporting Period ”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act (or that it would have been required to file by Section 15(d) of the Exchange Act if its duty to file thereunder had not been automatically suspended), and the Company continue to file annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K under the 1934 Act regardless of whether the 1934 Act or the rules and regulations thereunder would requires such filings.

(c)               Use of Proceeds .  The Company will use the proceeds from the sale of the Securities for purposes set forth in Section 1(c) hereof but not for (i) the repayment of any outstanding Indebtedness of the Company or any of its Subsidiaries (except that the proceeds of the Purchase Option may be used to repay Indebtedness permitted under the Transaction Documents on its contractually scheduled due date, which shall not have been amended to advance such due date since the Indebtedness was incurred); (ii) the redemption or repurchase of any of its or its Subsidiaries' equity securities; or (iii) expenses directly related to the prosecution of any litigation involving patents other than those identified in Schedule A-1 to the Security Agreement.

(d)               Information .  The Company agrees to send the following to Buyer within one (1) business day after the filing of same with the SEC or the provision of same to third parties, (i) copies of all reports provided to other lenders or providers of financing to the Company, (ii) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders, and (iii) copies of Current Reports on Form 8-K and all registration statements, including amendments thereto. Notwithstanding the forgoing, the Company will not be required to provide Buyer with any material non-public information except pursuant to a non-disclosure agreement, and, provided the Company provides notice of filing to Buyer, the Company shall not be required to deliver or send by fax, email or other electronic delivery methods, copies of documents filed on EDGAR, or filed with the PTO or on PACER. In the event the Company fails to deliver any documents or provide notice required or requested pursuant to this Section 4(d), the Company shall provide such documentation or notice to Buyer within four (4) Business Days after notice from Buyer. In the event that Buyer requests information that includes material non-public information, the Company shall so advise Buyer and the Company not be required to make public disclosure of such material non-public information until such time as the Company determines is appropriate for such disclosure in a manner consistent with the provisions of Section 2(d). As used herein, “ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(e)                Listing . If the Common Stock is listed on a stock exchange or market, the Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice of issuance) and shall maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. The Company shall maintain the authorization for listing and/or quotation of the Common Stock on any exchange or market that is operated by The New York Stock Exchange, Inc., NASDAQ, or OTC Markets or other similar over-the-counter markets, including the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(e).

(f)                Fees .  The Company will reimburse the Buyer all expenses that may be payable to Longford (as defined below) under the Longford Subordination Agreement (each as defined below). Except as set forth in the previous sentence or as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers and the negotiation and execution of this Agreement and the Transaction Documents.

(g)               Pledge of Securities .  The Company acknowledges and agrees that the Securities may be pledged by Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and Buyer when effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(f) hereof; provided that Buyer and its pledgee shall be required to comply with the provisions of Section 2(f) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. Provided that Buyer and/or the pledgee comply with Section 2(f) and the transfer by the pledgee is in compliance with the 1933 Act, the Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by Buyer.

(h)               Additional Notes; Variable Securities .  Until the earlier of (i) the date that Buyer no longer beneficially owns any Securities or (ii) the maturity date of the Notes, (x) the Company will not, without the consent of Buyer, issue any Notes other than to Buyer as contemplated hereby and (y) the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Stock into which any Note is convertible unless Buyer consents.

(i)                 Corporate Existence .  So long as any Buyer beneficially owns any Securities, the Company shall maintain its corporate existence and shall not be party to any Fundamental Transaction (as defined in the Notes) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes.

(j)                Authorized Shares and Reservation of Shares .  (i) Following the Initial Closing and within one hundred thirty five (135) days thereof, the Company shall amend its Certificate of Incorporation to increase its authorized Common Stock to 1,250,000,000 shares (the “ Certificate Amendment ”). In connection therewith, the Company has obtain required board consent and will obtain stockholder consents (the “ Consents ”) and take all other actions necessary to accomplish same. The Company represents that it will be able to obtain such Consents. Within one (1) Business Day of the filing of the Certificate Amendment, the Company shall reserve at least the Required Reserve Amount for conversion of the Notes and exercise of the Purchase Option. (ii) So long as Buyer owns any Notes and as long as the Purchase Option remains exercisable, the Company shall use its commercially reasonable efforts so that it will, at all times when the Notes may be converted or the Purchase Option exercised, have authorized, and reserved for the purpose of issuance, no less than the number of shares of Common Stock issuable upon conversion of the Notes or exercise of the Purchase Option, without taking into account any limitations on the conversion of the Notes set forth in Section 3(b) of the Notes). If at any time when the Notes are convertible or the Purchase Option is exercisable, the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount as of such date, the Company will promptly, and in all events within one hundred thirty-five (135) days thereafter, take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, obtaining shareholder approval, either at a meeting or otherwise, in a manner consistent with the applicable requirements of the 1934 Act to increase the authorized Common Stock to meet the Company's obligations under Section 3(c), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

(k)             Conduct of Business .  The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect. Each of the SemCon Subsidiaries shall engage in no business other than holding, licensing, enforcing and prosecuting the SemCon Patents assigned to each of them under the IV Agreement at the Closing (as defined therein) thereof, and shall have no other purpose, and shall acquire no additional property other than Proceeds (as defined in the Monetization Proceeds Agreement) of such Patents. The Company shall duly pay and perform all of its Obligations under the IV Agreement. The IV Agreement shall not be amended without the prior written consent of the Buyer.

(l)               Additional Issuances of Securities .

(i)         For purposes of this Section 4(l), the following definitions shall apply.

1.           “Approved Stock Plan ” means any employee benefit plan, as defined in Rule 405 of the SEC pursuant to the 1933 Act which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director, consultant or other person rendering services to the Company for services provided to the Company.

2.          “ Convertible Securities ” means any stock or securities (other than Options) convertible into or exercisable or exchangeable for shares of Common Stock.

3.           “Options ” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

4.          “ Common Stock Equivalents ” means, collectively, Options and Convertible Securities.

5.          “ Excluded Securities ” means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the date of grant in a manner which would at the date of such amendment, modification or change result in the issuances not being pursuant to an Approved Stock Plan, (ii) upon conversion of the Notes; or exercise of the Purchase Option (iii) upon exercise of any Options or Convertible Securities which are outstanding on the date hereof; provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the date hereof to lower the conversion price, amortization price or exercise price of such securities to a price which is less than the then existing conversion price of the Notes, to extend the term of any such securities, and (iv) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm's-length basis, the purpose of which is not to raise additional capital; provided , that such third parties are not granted any registration rights senior to the rights granted pursuant to the Registration Rights Agreement.  Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (iv) of the preceding sentence, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be Excluded Securities.

(ii)            From the date hereof until thirty (30) days after the Initial Effective Date (as defined in the Registration Rights Agreement), the Company will not, directly or indirectly, file any registration statement with the SEC other than the Registration Statements (as defined in the Registration Rights Agreement).  

(iii)           Until the earlier of (A) the Maturity Date or (B) the date when all obligations under the Notes and under the loans referred to in Section 3.5 of the Monetization Proceeds Agreement have been paid in full, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(l)(iii).

1.          “ Subsequent Placement ” means (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents or (ii) be party to any solicitations, negotiations or discussions with regard to the foregoing; provided, however, that the issuance or proposed issuance of Excluded Securities shall not be a Subsequent Placement; and provided, further, that the Subsequent Placement shall be completed prior to September 30, 2020.

2.          The Company shall deliver to Buyer not less than five days’ prior to the anticipated closing date of the Subsequent Placement written notice, which may be given by email (the “ Offer Notice ”) of any proposed or intended issuance or sale or exchange (the “ Offer ”) of the securities being offered (the “ Offered Securities ”) in a Subsequent Placement, which Offer Notice shall identify and describe the Offered Securities, describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, and identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged

3.          Buyer shall have the right to participate in the Subsequent Placement on the same terms as other investors in the Subsequent Offering and to purchase at its election up to 30% of the Offered Securities, or such larger percentage as may be acceptable to the Company. To accept an Offer, in whole or in part, Buyer must deliver a written notice to the Company prior to the end of the fifth (5 ^th ) Business Day after the Offer Notice is given to Buyer (the “ Offer Period ”), setting forth the portion of the offered securities that Buyer elects to purchase (the “ Notice of Acceptance ”). Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5 ^th ) Business Day after Buyer's receipt of such new Offer Notice. If Buyer desires to purchase more than the amount determined pursuant to this Section 4(l)(ii)(4), the Company may, but shall not be required to, increase the size of the Offered Securities being offered and permit Buyer to purchase such additional Offered Securities The Company shall not be required to complete any Subsequent Placement, and in the event the Subsequent Placement is not completed, the Company shall not be required to sell any Offered Securities to Buyer.

4.          The Company shall have 90 days from the expiration of the Offer Period above to offer, issue, sell all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Buyer (the “ Refused Securities ”) pursuant to a definitive agreement (the “ Subsequent Placement Agreement ”) but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice.

5.          In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4(l)(iii)(3) above), then Buyer may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that Buyer elected to purchase pursuant to Section 4(l)(iii)(2) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyer pursuant to Section 4(l)(iii)(3) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyer in accordance with Section 4(l)(iii)(1) above.

6.          Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Buyer shall acquire from the Company, and the Company shall issue to the Buyer, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4(l)(iii)(3) above if the Buyer has so elected, upon the terms and conditions specified in the Offer.  The purchase by the Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Buyer of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Buyer and its counsel.

7.          Any Offered Securities not acquired by the Buyer or other persons in accordance with Section 4(l)(iii)(3) above may not be issued, sold or exchanged until they are again offered to the Buyer under the procedures specified in this Agreement.

8.          The Company and the Buyer agree that if Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “ Subsequent Placement Documents ”) shall include any term or provisions whereby Buyer shall be required to agree to any restrictions in trading as to any securities of the Company owned by Buyer prior to such Subsequent Placement unless such restrictions apply to all purchasers in the offering and other than as provided in this Agreement and the Lock Up Agreement, and (y) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement.

9.          Notwithstanding anything to the contrary in this Section 4(l) and unless otherwise agreed to by the Buyer, the Company shall either confirm in writing to the Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Buyer will not be in possession of material non-public information, by the fifteenth (15 ^th ) Business Day following delivery of the Offer Notice.  If by the fifteenth (15 ^th ) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Buyer, such transaction shall be deemed to have been abandoned and the Buyer shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide Buyer with another Offer Notice and Buyer will again have the right of participation set forth in this Section 4(n)(iii).  The Company shall not be permitted to deliver more than one such Offer Notice to the Buyer in any 60 day period.

10.        The Company shall not engage or attempt to engage in more than one Subsequent Placement during any sixty day period without the consent of Buyer.

(iv)           The restrictions contained in Section 4(l)(iii) shall not apply in connection with the issuance of any Excluded Securities.

(v)            The restrictions contained in Section 4(l)(iii) shall not apply to any Subsequent Placement as to which an Offer Notice is given after an Additional Note Failure and until the earlier of (A) the failure of the Company to deliver to the Buyer an Additional Note Purchase Notice not less than seventy-five (75) days prior to the next applicable Additional Note Closing Date or (B) the fifteenth (15 ^th ) day after the Company’s delivery to the Buyer of an Additional Note Purchase Notice not less than seventy-five (75) days prior to the next applicable Additional Note Closing Date, provided that the Buyer has not notified the Company in writing by such date that it will not purchase such Additional Note and Buyer has purchased the Additional Note on the Additional Note Closing Date.

(m)               Public Information .  At any time during the period commencing from the six (6) month anniversary of the Initial Closing Date and ending at such time that all of the Securities have been sold, if a registration statement is not available for the resale of all of the Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “ Public Information Failure ”) then, as partial relief for the damages to any holder of Securities by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder an amount in cash equal to one and one half percent (1.5%) of the aggregate Purchase Price of such holder's Securities on the thirtieth (30 ^th ) day following the date of a Public Information Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144; provided, however, that for purposes of this Section 4(m), the term “Securities” shall only include Shares owned by Buyer, Conversion Shares that may be issued upon conversion of the Notes to the extent that the Note, by its terms, may be converted, and Purchase Option Shares that may be purchased upon exercise of the Purchase Option to the extent that the Purchase Option by its terms, may be exercised. The payments to which a holder shall be entitled pursuant to this Section 4(m) are referred to herein as “ Public Information Failure Payments .” Public Information Failure Payments shall be paid as hereinbefore in this Section 4(m) provided. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of one and one half percent (1.5%) per month (prorated for partial months) until paid in full. Nothing in this Section 4(m) shall be construed to require the Company to publicly disclose material non-public information as contemplated by Section 2(d).

(n)               Closing Documents .   Following the Initial Closing Date, the Company agrees to deliver, or cause to be delivered, to Buyer and CKR Law LLP, a complete closing set of the executed Transaction Documents, Securities and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.

(o)               Board Seats .  Concurrent with the Initial Closing and at all times while the Buyer’s shareholdings in the Company exceed 10%, the Buyer shall be entitled (but not required) to nominate one director to the Company’s Board of Directors. At such time and at all times while Buyer’s stockholdings in the Company exceed 24.9%, Buyer shall be entitled (but not required) to nominate a second director to the Company’s Board of Directors. Buyer’s shareholdings percentage shall be based on the number of shares of Common Stock beneficially owned by Buyer (as defined in Section 13(d) under the 1934 Act and the rules adopted thereunder) without taking into account shares issuable in the future upon conversion of Notes or exercise of the Purchase Option. To the extent that the nominees referred to in the paragraph above are reasonably acceptable, the Board of Directors shall appoint such nominees to be directors until the next meeting of the Company’s stockholders to elect directors, and, subject to their fiduciary duty as directors of the Company, the Board of Directors of the Company shall nominate and recommend to the Company’s stockholders as a director each such nominee (or any successor(s) nominated by the Buyer and reasonably acceptable to the Company) at the next and each succeeding meeting of the Company’s stockholders to elect directors. If the Company is listed or applying for listing on a stock exchange or market which requires that a majority of the issuer’s directors be independent, each nominee shall be independent as defined by the rules of such stock exchange or market. Each nominee shall not be an affiliate of a company which is either in the same business as the Company or is a defendant or prospective defendant in an action by the Company and shall not be subject to a “bad actor” disqualification as defined in Rule 506 of the SEC pursuant to the 1933 Act. The Board of Directors will consist of not more than five (5) members during the two years following the Initial Closing Date without the consent of Buyer. Unless a Conversion Eligible Event of Default (as defined in the Notes) shall have occurred, Buyer shall not seek to elect a majority of the Board of Directors for a period of at least three (3) years from the Initial Closing Date.

(p)               DTC/OTC Matters. While any Notes are outstanding, the Company shall maintain a transfer agent for its Common Stock that participates in the DTC Fast Automated Securities Transfer Program.

(q)               Other Restrictions .  The Buyer shall not sell or otherwise engage in transactions in the Company’s Common Stock or assist or advise others in selling or otherwise engaging in transactions in the Company’s Common Stock at any time when the Buyer is in possession of material non-public information concerning the Company. For the avoidance of doubt, information relating to any proposed notice of prepayment pursuant to the Notes shall be deemed to be material non-public information, and any material non-public information provided to Buyer’s designees as directors shall be deemed to have been provided to Buyer.

(r)                 Voting in Favor of Increase in Authorized Common Stock . Buyer shall, and shall cause each Affiliate and each transferee, nominee or designee (other than a transferee resulting from a sale or other transfer pursuant to a registration statement or pursuant to a sale pursuant to Rule 144 or 144A) of Shares, Purchase Option Shares or shares purchased on the public market to vote such shares in favor of any increase in the authorized Common Stock pursuant to the Transaction Documents or any reverse split of the Common Stock for such purpose which is submitted to stockholders for their vote at a meeting or their written consent. The Company shall have the discretion as to whether any change in authorized Common Stock be effected through an increase in authorized capital stock or a reverse split or a combination of an increase in authorized Common Stock and a reverse split.

5.             REGISTER; TRANSFER AGENT INSTRUCTIONS.

(a)                Register .  The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Notes, the Shares, the Conversion Shares, and the Purchase Option Shares in which the Company shall record the name and address of the Person in whose name the Notes, the Shares, the Conversion Shares, and the Purchase Option Shares have been issued (including the name and address of each transferee), the principal amount of Notes held by such Person, the number of Conversion Shares issuable upon conversion of the Notes as of the last day of the most recent fiscal quarter if the Notes are then convertible and the number of Purchase Option Shares issuable upon exercise of the Purchase Option. The Company shall keep the register open and available at all times during business hours for inspection by Buyer or its legal representatives and shall, with respect to the stock register, which is maintained by the Company’s transfer agent, request the transfer agent to provide Buyer with information reasonably requested by Buyer. The register for the Common Stock shall be maintained by the Company’s transfer agent. Neither Buyer nor any transferee of Buyer shall sell, transfer or pledge any Note to any person who is an adverse party to the Company or any Subsidiary in connection with any litigation pending or planned by the Company or any affiliate of any such person.

(b)               Transfer Agent Instructions .  The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates or credit shares to Buyer’s balance accounts at the DTC, if applicable, registered in the name of Buyer or its respective nominee(s), for the Shares issued at the Initial Closing or upon conversion of the Notes or exercise of the Purchase Option in such amounts as specified from time to time by Buyer to the Company upon conversion of the Notes or exercise of the Purchase Option in the form of Exhibit F attached hereto (the “ Irrevocable Transfer Agent Instructions ”). The Company will issue the Irrevocable Transfer Agent Instructions at the Initial Closing with respect to the Shares and will issue the Irrevocable Transfer Agent Instruction for other stock issuances within two Business Days after (i) receipt of the purchase price for the Purchase Option Shares and (ii) upon conversion of the Notes, with respect to the Conversion Shares. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(f) hereof, will be given by the Company to its transfer agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. If Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f) and the transaction is such that the stock certificate when issued in the name of the transferee is not required to bear the investment legend, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the Buyer’s balance accounts at DTC, if applicable, in such name and in such denominations as specified by Buyer to effect such sale, transfer or assignment.  In the event that such sale, assignment or transfer involves the Conversion Shares, Shares, or Purchase Option Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

6.             CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell to Buyer the Initial Note, the Shares and the Purchase Option at the Initial Closing and the Further Payment Notes or Additional Notes and/or Purchase Option Shares at Subsequent Closings is, subject to Section 1(b)(ii), subject to the satisfaction, at or before the Initial Closing Date and each Subsequent Closing Date, as applicable, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing Buyer with prior written notice thereof:

(i)       Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company (Initial Closing only).

(ii)      Buyer shall have delivered to the Company or Intellectual Ventures, as applicable, the Purchase Price for the Initial Notes, Further Payment Notes, Additional Notes, or Shares, as applicable, being purchased by Buyer at the applicable Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(iii)     The representations and warranties of Buyer shall be true and correct as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Buyer at or prior to the Closing Date.

7.             CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE.

The obligation of Buyer hereunder to purchase the Notes and Shares at the Initial Closing and Additional Notes or Monetization Shortfall Additional Notes or Further Payment Notes and/or Purchase Option Shares upon Buyer’s exercise of the Purchase Option at a Subsequent Closing is, subject to Section 1(b)(ii), subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing the Company and the SPA Subsidiaries with prior written notice thereof:

(i)       The Company and the SPA Subsidiaries, if applicable, shall have duly executed and delivered to Buyer (A) each of the Transaction Documents to which it is a party (Initial Closing only), (B) the Notes, Further Payment Notes or Additional Notes, as the case may be (allocated in such principal amounts as Buyer shall request), being purchased by Buyer at such Closing pursuant to this Agreement, and (C) the Shares (allocated in such amounts as Buyer shall request) being purchased (Initial Closing only) by Buyer at such Closing pursuant to this Agreement.

(ii)      For Subsequent Closings only, the Company shall have (A) obtained majority shareholder approval to the Authorized Share Increase and any subsequently required share increases (“ Subsequent Increases ”) necessary to effect conversions of the Notes and exercise of the Purchase Option; and (B) amended its Certificate of Incorporation to effect such Authorized Share Increase and Subsequent Increases, as applicable.

(iii)     Buyer shall have received the opinion of Ellenoff Grossman & Schole LLP, the Company's counsel, dated as of the Closing Date, in substantially the form of Exhibit J attached hereto (Initial Closing only).

(iv)     The Company shall have delivered to Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit I attached hereto, which instructions shall have been delivered to the Company's transfer agent.

(v)      The Company shall have delivered to Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date (Initial Closing only).

(vi)     The Company and the SPA Subsidiaries shall have delivered to Buyer a certificate evidencing their qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which they are qualified to conduct business as a foreign corporation (Initial Closing only).

(vii)    The Company and the SPA Subsidiaries shall have delivered to Buyer certificates in the form of Exhibit K (the “ Secretary’s Certificate ”), executed by the Secretary of each of the Company and the SPA Subsidiaries and dated as of the applicable Closing Date, as to (i) the resolutions as adopted by the Company's and the SPA Subsidiaries’ Boards of Directors, in forms reasonably acceptable to Buyer, (ii) their respective Certificates or Articles of Incorporation and (iii) their respective Bylaws, each as in effect at the applicable Closing (other than the Closings relating to the Further Payment Notes).

(viii)   The representations and warranties of the Company and the SPA Subsidiaries shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date, or Subsequent Closing Date, as applicable, as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company and the SPA Subsidiaries, as applicable, shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company and each of the SPA Subsidiaries, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Buyer in the form attached hereto as Exhibit L (the “ Officer’s Certificate ”); provided, however, that for each Closing Date subsequent to the Closing, the Company shall update the Schedules and such updated Schedules shall not show a material adverse change in the representations and warranties of the Company and Subsidiaries, taken as a whole. This Section 7(viii) shall not relate to a Further Payment Note Closing, with respect to which the provisions of Section 7(ix) shall apply.

(ix)     For each Subsequent Closing with respect to a Further Payment Note, the only condition to closing shall be the delivery by the Company of a certificate, executed by the Chief Executive Officer of the Company and each of the SPA Subsidiaries, dated as of the Further Payment Note Closing Date to the effect that no event described in the Note as a “Conversion Eligible Event of Default” shall have occurred and be continuing. The delivery of this certificate shall be the sole condition precedent to the purchase by Buyer of a Further Payment Note on the Further Payment Note Closing Date.

(x)       No Event of Default (as defined in the Notes) has occurred and is continuing (Subsequent Closings only other than Further Payment Note Closings).

(xi)      The Company shall have delivered to Buyer a letter or report from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within ten days prior to the Closing Date (Initial Closing only).

(xii)     The Common Stock shall be listed or quoted on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market. (Closings other than Further Payment Note Closings.)

(xiii)    The Company shall have obtained all governmental, regulatory or third party consents and approvals (A) listed in Schedule 3(e) and any others necessary for the sale of the Securities. (Closings other than Further Payment Note Closings.)

(xiv)    Longford Capital Fund I, LP (“Longford”), the Company, Quest Patent Research Corporation, Quest Licensing Corporation, each of its affiliates listed as an “Obligor” on the signature pages to thereto shall have executed and delivered the Subordination Agreement substantially in the form of Exhibit M hereto (the “Longford Subordination Agreement”). (Initial Closing only.)

(xv)    The Closing (as defined therein) under the IV Agreement shall have occurred or shall occur simultaneously, and Intellectual ventures shall have executed and delivered an instrument of assignment in the form specified therein assigning the Assigned Patent Rights and Assigned Abandoned Patent Rights (as defined therein) to the Company which will immediately assign the associated Assigned Patent Rights and Assigned Abandoned Patent Rights to Mariner, Semcon and/or IC. (Initial Closing only)

(xvi)   The Company and the SPA Subsidiaries, as applicable, shall have delivered to Buyer such other documents relating to the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request. (Closings other than Further Payment Note Closings.)

8.            MISCELLANEOUS.

(a)                Governing Law; Jurisdiction; Jury Trial .  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivery of a copy thereof to such party at the address for such notices to it under this Agreement by personal delivery or by overnight courier services that provides evidence of delivery and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.   EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO THE EXTENT THAT SUCH RIGHT MAY BE WAIVED, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b)               Counterparts .  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

(c)                Headings .  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d)               Severability .  If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e)                Entire Agreement; Amendments .  This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the holders of at least more than fifty percent (50%) of the aggregate principal amount of Notes, and any amendment to this Agreement made in conformity with the provisions of this Section 8(e) shall be binding on Buyer and holders of Securities. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.  No such amendment shall be effective to the extent that it applies to less than all of the holders of the applicable Securities then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to the Transaction Documents, holders of Notes or holders of the Shares, as the case may be. The Company has not, directly or indirectly, made any agreements with Buyer relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement and the other Transaction Documents, Buyer has not made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise.

(f)                Notices .  Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement or the Notes must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or e-mail (provided confirmation of receipt is provided by the recipient); or (iii) upon delivery after deposit with an overnight courier service that provides evidence of delivery, in each case properly addressed to the party to receive the same.  The addresses, e-mail addresses and facsimile numbers for such communications shall be:

If to the Company and the SPA Subsidiaries:

Quest Patent Research Corporation

411 Theodore Fremd Avenue, Suite 206S

Rye, New York, 10580

Telephone: (888) 743-7577

E-mail:  jscahill@qprc.com

Attention:  Jon Scahill, CEO

With a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas; Suite 1100

New York, NY 10105-0302

Telephone: (212) 370-1300

E-mail: alevitsky@egsllp.com

Attention: Asher S. Levitsky P.C

If to Buyer:

United Wireless Holdings, Inc.

301 Congress Avenue, Suite 1275

Austin, TX 78701

Telephone: 512.474.2449

E-mail:  andrew fitton@acfitton.com or mike.carper@unitedwirelessholdings.com

Attention:  Mike Carper

with a copy (for informational purposes only) to:

CKR Law LLP

1330 Avenue of the Americas, 14 ^th Floor

New York, NY 10019

Telephone: 212.259.7300

E-mail: bdipaolo@ckrlaw.com

Attention: Barrett S. DiPaolo, Esq.

or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change.  Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, or (B) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g)               Successors and Assigns .  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Notes or the Shares. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of more than fifty percent (50%) of the aggregate number of Registrable Securities issued and issuable hereunder and under the Notes, including by way of a Fundamental Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes). Buyer may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights; provided, that Buyer shall not assign any Shares, Notes or Conversion Shares to any person who is either a competitor of the Company or any Subsidiary or who has or may have an interest which is adverse to the Company.

(h)               No Third Party Beneficiaries .  This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 9(k).

(i)                 Survival .  The representations and warranties of the Company and the Buyer contained in Sections 2 and 3 shall survive the Initial Closing for a period of 18 months, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing.

(j)                 Further Assurances .  Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)               Indemnification .  In consideration of Buyer's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless Buyer and each other holder of the Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the “ Indemnified Liabilities ”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure made by Buyer pursuant to Section 4(i), or (iv) the status of Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents.  To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.  Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.

(l)                 No Strict Construction .  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m)             Remedies .  Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyer. The Company therefore agrees that the Buyer shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

(n)               Rescission and Withdrawal Right .  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, but subject in any event to Section 1(b)(ii), whenever Buyer exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

(o)              Payment Set Aside .  To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to any of the other Transaction Documents or the Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(p)               Currency .  Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States Dollars. All amounts owing under this Agreement or any Transaction Document shall be paid in US dollars.

[ Signature Page Follows ]

IN WITNESS WHEREOF, Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

38

Exhibit 99.2

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(ii) AND 15(a) HEREOF.

THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE OBLIGATIONS UNTIL THE TERMINATION DATE (EACH AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF OCTOBER 22, 2015, MADE BY EACH OF THE SUBORDINATED CREDITORS REFERRED TO THEREIN, QUEST PATENT RESEARCH CORPORATION, QUEST LICENSING CORPORATION, AND EACH OTHER OBLIGOR REFERRED TO THEREIN, IN FAVOR OF LONGFORD CAPITAL FUND I, LP AND THE OTHER SENIOR CREDITORS REFERRED TO THEREIN, AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED, RENEWED, EXTENDED, REPLACED OR OTHERWISE MODIFIED FROM TIME TO TIME (THE "SUBORDINATION AGREEMENT").

SECURED CONVERTIBLE NOTE

FOR VALUE RECEIVED, QUEST PATENT RESEARCH CORPORATION, a Delaware corporation (the “ Company ”), hereby promises to pay to UNITED WIRELESS HOLDINGS, INC., a Delaware corporation, or its registered transferees or assigns (the “ Holder ”) the amount set out above as the Original Principal Amount (as increased or reduced pursuant to the terms hereof pursuant to redemption, conversion, amortization or otherwise, the “ Principal ”) in cash and when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Note (including all Secured Convertible Notes issued in exchange, transfer or replacement hereof, this “ Note ”) is one of the Secured Convertible Notes issued pursuant to the Securities Purchase Agreement between the Company and the Holder dated October 22, 2015 (the “ Securities Purchase Agreement ”) on the Initial Closing Date or an Additional Note Closing Date (collectively, the “ Notes ” and such other Secured Convertible Notes, the “ Other Notes ”). Certain capitalized terms used herein are defined in Section 28. Capitalized terms not defined herein shall have the meanings given to them in the Securities Purchase Agreement.

(1)           PAYMENTS OF PRINCIPAL .  On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal and accrued interest then due on such Principal. The “ Maturity Date ” shall be September 30, 2020, as such date may be accelerated at the option of the Holder (i) in the event that, and for so long as, an Event of Default (as defined in Section 4(a)) shall have occurred and be continuing   and (ii) following the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice (as defined in Section 5(b)) is delivered prior to the Maturity Date.

(2)           NOTE INTEREST AND PREPAYMENT

(a)           Note Interest .  This Note shall bear interest at the rate of 10% per annum (the “ Interest Rate ”). Until September 30, 2018, interest shall accrue and, on each of September 30, 2016, September 30, 2017, and September 30, 2018, the accrued interest on the Note shall be added to the Principal amount of the Note. The Principal amount of this Note as so adjusted is referred to as the “ Adjusted Principal Amount ”. References in this Note to the Principal amount of the Note shall refer to the Adjusted Principal Amount unless otherwise specified. Commencing September 30, 2018, interest, at the Interest Rate, shall accrue on the Adjusted Principal Amount of the Notes, and be due and payable quarterly, on the seventh (7 ^th ) Business Days after the end of each calendar quarter, commencing with the quarter ending December 31, 2018.

(b)           Prepayment of Note .  The Company, at its sole discretion, may prepay this Note in whole at any time and in part from time to time prior to the Maturity Date without restriction, penalty or premium, by giving not less than five (5) Business Days’ prior written notice to the Holder (the “ Prepayment Option ”). Any partial prepayment of this Note shall be applied first to accrued but unpaid interest and then to Principal.

(3)           CONVERSION OF NOTE .

(a)           Conversion Rights . Subject to the limitations on conversion hereinafter set forth, in the event of a Conversion Eligible Event of Default (as defined in Section 4(a)), the Holder shall have the right, by giving written notice to the Company as provided below, to convert any or all of the Principal amount of this Note and accrued but unpaid interest into shares of Company’s Common Stock at the Event of Default Conversion Price (as defined in Section 4(b)(ii)).

(b)           Limitations on Conversions .  Notwithstanding Section 3(a), the Holder shall have no right to convert any Principal amount of this Note and accrued but unpaid interest:

(i)         Insufficient Number of Authorized Shares .  To the extent, and only to the extent, that the number of shares of the Company’s Common Stock to be issued upon such conversion exceeds the number of authorized but unissued shares of Common Stock; provided, that the Company shall then promptly seek stockholder approval of an amendment to the Company’s Certificate of Incorporation increasing its authorized Common Stock to at least the sum of the number of shares of Common Stock outstanding plus the Required Reserve Amount; and

(ii)        Principal Market Regulation .  The Company shall not be obligated to issue any shares of Common Stock upon conversion of this Note, and the Holder of this Note shall not have the right to receive upon conversion of this Note any shares of Common Stock, if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Notes without breaching the Company's obligations under the rules or regulations of the Principal Market (the “ Exchange Cap ”), if applicable, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required. Until such approval or written opinion is obtained, no purchaser of the Notes pursuant to the Securities Purchase Agreement (the “ Purchasers ”) shall be issued in the aggregate, upon conversion or exercise, as applicable, of Notes, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the principal amount of Notes issued to such Purchaser pursuant to the Securities Purchase Agreement on the Initial Closing Date and all Subsequent Closing Dates, as applicable, and the denominator of which is the aggregate principal amount of all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement on the Initial Closing Date and all subsequent Closing Dates, as applicable, (with respect to each Purchaser, the “ Exchange Cap Allocation ”). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Notes, the transferee shall be allocated a pro rata portion of such Purchaser's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Notes shall convert all of such holder's Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder's Exchange Cap Allocation, then the difference between such holder's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Notes on a pro rata basis in proportion to the aggregate principal amount of the Notes then held by each such holder.

(c)           Mechanics of Conversion .

(i)         Conversion .  To convert any amount of Principal and interest (the “ Conversion Amount ”) into shares of Common Stock or other securities as provided above on any date (a “ Conversion Date ”), the Holder shall (A) transmit by e-mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date (the “ Conversion Notice Date ”), a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “ Conversion Notice ”), which shall describe the nature of the Conversion Eligible Event of Default, to the Company and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for next day delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). (Notwithstanding the foregoing, the inclusion of a description of the nature of a Conversion Eligible Event of Default in a Conversion Notice shall not be construed to limit any rights of the Buyer hereunder or under any other Transaction Document or as a waiver of any other Conversion Eligible Event of Default that may have occurred and not be described in the Conversion Notice.) On or before the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by e-mail a confirmation of receipt of such Conversion Notice to the Holder. On or before the fifth Trading Day following the date of receipt of a Conversion Notice (the “ Share Delivery Date ”), the Company shall (x) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Common Stock may be issued in such manner, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's balance account with DTC through its Deposit Withdrawal Agent Commission system provided that the Holder or its broker provides the necessary information to the Transfer Agent, or (y) if the Common Stock cannot be issued through the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder a new Note (in accordance with Section 16(d)) representing the outstanding Principal not converted. Physical delivery of a certificate shall be deemed to have been made if delivery is made to an overnight courier services in accordance with delivery instructions provided by the Holder. The Person or Persons entitled to receive the shares of Common Stock or other securities issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(ii)        Company's Failure to Timely Convert .  If the Company shall fail to issue a certificate to the Holder or credit the Holder's balance account with DTC, as applicable, for the number of shares of Common Stock or other securities to which the Holder is entitled upon conversion of any Conversion Amount on or prior to the date which is five (5) Trading Days after the Conversion Date (a “ Conversion Failure ”), then (A) the Company shall pay damages to the Holder for each Trading Day of such Conversion Failure in an amount equal to one and one-half percent (1.5%) of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (2) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any portion of this Note that has not been converted pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice shall not affect the Company's obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In lieu of the foregoing, if within five (5) Trading Days after the Company's receipt of the e-mail copy of a Conversion Notice, the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder's conversion of any Conversion Amount, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “ Buy-In ”), then the Company shall, within three (3) Trading Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price” ), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.

(iii)       Registration; Book-Entry . The Company shall maintain a register (the “ Register ”) for the recordation of the name and address of the Holder and its transferees or assigns of each Note and the Principal amount of the Notes held by such holders (the “ Registered Notes ”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of the Note being transferred and appropriate transfer documentation and any necessary documentation with respect to an exemption from registration for the transfer of the Note, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 16. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting physical surrender and reissue of this Note. The Holder and the Company shall maintain records showing the Principal and Late Charges, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. The Holder shall not sell, transfer or pledge this Note or any part of this Note to any person who is an adverse party to the Company or any Subsidiary in connection with any litigation pending or planned by the Company or any affiliate of any such person.

(iv)       Disputes .  In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 21.

(4)           RIGHTS UPON EVENTS OF DEFAULT .

(a)         Events of Default .  Each of the events identified in this Section 4(a) shall constitute an “ Event of Default .” Subject to the last sentence of this Section 4(a), those Events of Default identified in Sections 4(a)(iii), (iv), with respects to amounts in excess of $100,000, (v), with respects to amounts in excess of $500,000, (vi), (vii), (viii), (ix) (as it relates to Sections 4(i), (j)(ii), (l) and (p) of the Securities Purchase Agreement), (x) (as it relates to Section 13(b) (if the Indebtedness exceeds $500,000), Section 13(c), Section 13(d), if the payments thereunder exceed $100,000) and Sections 13(e) through (h)), (xii), (xiii), (xiv) (if the Event of Default under the Other Note is one of the other Events of Default listed in this sentence) and (xv) are referred to as “ Conversion Eligible Events of Default .”

(i)        the failure of the applicable Registration Statement required to be filed pursuant to the Registration Rights Agreement to be filed within the applicable time period specified in the Registration Rights Agreement or to be declared effective by the SEC on or prior to the date that is sixty (60) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), or, while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or is unavailable to any holder of the Notes for sale of all of such holder's Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive days or for more than an aggregate of forty five (45) days in any 365-day period (other than days during an Allowable Grace Period (as defined in the Registration Rights Agreement));

(ii)       the suspension from trading or failure of the Common Stock to be listed and /or quoted on an Eligible Market for a period of five (5) consecutive Trading Days or for more than an aggregate of ten (10) Trading Days in any 365-day period;

(iii)      the Company's failure to pay to the Holder any amount of Principal (including, without limitation, any redemption payments), when due;

(iv)      the Company’s or any SPA Subsidiary’s failure to pay any interest, Late Charges or other amounts when and as due under this Note or any other Transaction Document (as defined in the Securities Purchase Agreement) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby to which such Person is a party only if such failure continues for a period of at least five (5) Business Days after notice of such failure specifying in reasonable detail the nature of the failure, is given to the Company;

(v)       any default under, redemption of or acceleration prior to maturity of any Indebtedness of the Company or any of its Subsidiaries individually or in the aggregate exceeding $250,000, other than with respect to any Other Notes;

(vi)      the Company or any of its material Subsidiaries, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal, foreign or state law for the relief of debtors (collectively, “ Bankruptcy Law ”), (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official (a “ Custodian ”), (D) makes a general assignment for the benefit of its creditors or (E) admits in writing that it is generally unable to pay its debts as they become due;

(vii)     a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company or any material Subsidiaries in an involuntary case, (B) appoints a Custodian of the Company or any of its Subsidiaries or (C) orders the liquidation of the Company or any of its Subsidiaries, which has not been stayed or dismissed within 60 days;

(viii)    final judgment or judgments for the payment of money aggregating in excess of $250,000 are rendered against the Company or any of its Subsidiaries and which judgments are not, within sixty (60) days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within sixty (60) days after the expiration of such stay; provided , however , that any judgment which is covered by insurance or an indemnity from a credit worthy party (in either case in excess of the applicable deductible) shall not be included in calculating the amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment (in excess of the deductible) is covered by insurance or an indemnity;

(ix)      the Company or any SPA Subsidiary breaches any material representation, warranty, covenant and other term or condition of the Transaction Documents to which it is a party not referred to in another paragraph of this Section 4(a), in any material respect; except, in the case of a breach which is curable, only if such breach continues for a period of at least ten (10) consecutive Business Days after notice is given to the Company.

(x)       any breach or failure in any respect to comply with Section 13 of this Note which is not cured within ten Business Days after notice is given to the Company;

(xi)      any default under the Patent Security Agreement, the Pledge Agreement or any Guaranty shall have occurred and be continuing beyond all grace and/or cure periods, or the Patent Security Agreement, the Pledge Agreement or any Guaranty shall fail to remain in full force and effect and (in the case of the Patent Security Agreement and the Pledge Agreement) to create the security interest described therein prior to payment in full of all amounts payable under this Note, or any action shall be taken by the Company or any SPA Subsidiary to discontinue the Patent Security Agreement, the Pledge Agreement or any Guaranty to assert the invalidity thereof prior to payment in full of all amounts payable under this Note;

(xii)     any default under the Monetization Proceeds Agreement;

(xiii)    the Company defaults in any payment obligation or any other material obligation of the Company under the IV Agreement other than a default resulting from Buyer’s failure to make the Further Note Payments as required by the Securities Purchase Agreement; or

(xiv)    any Event of Default (as defined in the Other Notes) occurs with respect to any Other Note; or

(xv)     the Company fails to effect the Authorized Share Increase within 135 days after the Initial Closing Date; provided, that Buyer shall have complied with its obligations pursuant to Section 4(r) of the Securities Purchase Agreement.

(b)           Redemption Right and Conversion Right .  Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via e-mail and overnight courier (an “ Event of Default Notice ”) to the Holder. At any time after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company (A) to redeem (an “ Event of Default Redemption ”) any or all of the Principal amount of this Note and accrued but unpaid interest and/or (B) solely in the event of a Conversion Eligible Event of Default, to convert any or all of the Principal amount of this Note and accrued but unpaid interest not so redeemed into shares of the Company’s Common Stock (an “ Event of Default Conversion ”).

(i)        To exercise an Event of Default Redemption, the Holder shall deliver written notice thereof (the “ Event of Default Redemption Notice ”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem (the “ Redemption Amount ”). Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to 110% of the Redemption Amount (the “ Event of Default Redemption Price ”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.

(ii)       An Event of Default Conversion shall be at a price per share equal to 90% of the Closing Sale Price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the Conversion Notice Date (the “ Event of Default Conversion Price ”), and shall be exercised by the Holder as provided in Section 3(c). The parties hereto agree that in the event of the conversion of any portion of the Note under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any discount in the Event of Default Conversion Price from the price of the Company’s Common Stock due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.

(5)           RIGHTS UPON FUNDAMENTAL TRANSACTIONS AND CHANGES OF CONTROL .

(a)           Assumption .  The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount and interest rate equal to the principal amounts and the interest rates of the Notes then outstanding held by such holder, having similar conversion rights and having similar ranking and security to the Notes, and reasonably satisfactory to the Required Holders and (ii) the Successor Entity (or its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note referring to the “ Company ” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of the Fundamental Transaction, in lieu of the shares of the Company's Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Notes prior to such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity), as adjusted in accordance with the provisions of this Note. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

(b)           Redemption Right .  No sooner than fifteen (15) days nor later than ten (10) days prior to the date the Company has knowledge of a Change of Control, the Company shall deliver written notice thereof via e-mail and overnight courier to the Holder (a “ Change of Control Notice ”). At any time during the period beginning after the Holder's receipt of a Change of Control Notice (the “ Change of Control Record Date ”) and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “ Change of Control Redemption ”) any or all of the Principal amount of this Note and accrued but unpaid interest. To exercise a Change of Control Redemption, the Holder shall deliver written notice thereof (“ Change of Control Redemption Notice ”, and the date thereof, the “ Change of Control Redemption Notice Date ”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash at a price equal to 110% of the Redemption Amount (the “ Change of Control Redemption Price ”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 5(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.

(6)           DISTRIBUTION OF ASSETS; RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS .

(a)           Distribution of Assets .   If, from and after the date that is 90 days prior to the occurrence of a Conversion Eligible Event of Default, the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “ Distributions ”), then upon conversion of this Note the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon conversion of the Conversion Amount of this Note (without taking into account any limitations or restrictions on the convertibility of this Note set forth in Section 3(b)) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions.

(b)           Purchase Rights .  If, from and after the date that is 90 days prior to the occurrence of a Conversion Eligible Event of Default, at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “ Purchase Rights ”), then upon conversion of this Note the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon conversion of the Conversion Amount of this Note (without taking into account any limitations or restrictions on the convertibility of this Note set forth in Section 3(b)) immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(c)           Other Corporate Events .  In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “ Corporate Event ”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right, if this Note shall be convertible, to receive upon a conversion of this Note, either (as may be appropriate based on the nature of the Corporate Event) (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Note set forth in Section 3(b)) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Event of Default Conversion Price. Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Note.

(7)           RIGHTS UPON RECAPITALIZATION .  In the event that, as a result of a recapitalization or reorganization the holders of the Company’s Common Stock receive in respect of such Common Stock, securities in addition to or in lieu of Common Stock, upon conversion of this Note, the holder of this Note shall receive such securities as would have been issued to such holder if such holder had been a holder of Common Stock on the record date for such recapitalization or reorganization. All references in this Note to Common Stock shall, in the event of such a recapitalization or reorganization, shall be deemed to refer to such securities.

(8)           SECURITY .  The payment and performance of all obligations of the Company under this Note, the Securities Purchase Agreement and the other Transaction Documents are secured by proceeds of the collateral referred to in the Patent Security Agreement and the Pledge Agreement.

(9)           NON-CIRCUMVENTION .  The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.

(10)         RESERVATION OF AUTHORIZED SHARES .

(a)           Reservation .  In conjunction with and at the time of the Authorized Share Increase, and, in all events, within 135 days of the Initial Closing Date, the Company shall reserve out of its authorized and unissued Common Stock 130% of such number of shares of Common Stock as shall from time to time be necessary to effect (i) the conversion of this Note and the Other Notes then outstanding at the Assumed Fixed Conversion Price and (ii) the exercise in full of the Purchase Option. The “ Assumed Fixed Conversion Price ” shall be 90% of the Closing Sale Price of the Common Stock on the date such computation is being made. Thereafter, for so long as any of the Notes are outstanding and subject to Section 10(b) of this Note, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, the number of shares of Common Stock specified above in this Section 10(a) as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding and the exercise in full of the Purchase Option; provided , that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved pursuant hereto (in each case without regard to any limitations on conversions) (the “ Required Reserve Amount ”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Initial Closing and all Subsequent Closings, as applicable (the “ Authorized Share Allocation ”). In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

(b)           Insufficient Authorized Shares .  If at any time following the Authorized Share Increase, while any of the Notes remain outstanding or the Purchase Option remains exercisable, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an “ Authorized Share Failure ”), then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount as may be requested by the Required Holders or, absent such request, as the Company believes to be sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding based on the Assumed Fixed Conversion Price and the unexercised Purchase Option.  Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than one hundred thirty five (135) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and, if applicable, provide each stockholder with an information statement with respect thereto or (y) hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and/or effect a reverse split; provided , that if the SEC reviews the (i) proxy statement contemplated in clause (y) above or (ii) the information statement contemplated in clause (x) above, then the five (5) business days period may be extended for an additional period not to exceed thirty (30) days; and provided, further, that Buyer shall have complied with its obligations pursuant to Section 4(r) of the Securities Purchase Agreement.  In connection with such meeting, the Company shall, if applicable, provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and/or reverse split and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. An Authorized Share Failure shall not constitute an Event of Default as long as the Company is diligently complying with this Section 10(b).

(11)         REDEMPTIONS .

(a)           Mechanics .  The Company shall deliver the applicable Event of Default Redemption Price to the Holder within five (5) Business Days after the Company's receipt of the Holder's Event of Default Redemption Notice (the “ Event of Default Redemption Date ”).  If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within five (5) Business Days after the Company's receipt of such notice otherwise (such date, the “ Change of Control Redemption Date ”).  In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 16(d)) representing the outstanding Principal which has not been redeemed.  In the event that the Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid.  Upon the Company's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 16(d)), if any, to the Holder representing such Conversion Amount to be redeemed. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.

(b)           Redemption by Other Holders .  Upon the Company's receipt of notice from any of the holders, if any, of the other Notes for redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section 5(b) (each, an “ Other Redemption Notice ”), the Company shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to the Holder by e-mail a copy of such notice.  If the Company receives a Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is three (3) Business Days prior to the Company's receipt of the Holder's Redemption Notice and ending on and including the date which is three (3) Business Days after the Company's receipt of the Holder's Redemption Notice and the Company is unable to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder) based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received by the Company during such seven Business Day period.

(12)         VOTING RIGHTS .  The Holder shall have no voting rights as the holder of this Note.

(13)         COVENANTS .

(a)           Rank .  All payments due under this Note shall rank (i) pari passu with all the Company’s Indebtedness (A) currently outstanding disclosed in Schedule 3(s) to the Securities Purchase Agreement, provided, that the terms of such Indebtedness are not increased, or extended or otherwise amended, modified or changed in any material respect on or after the Issuance Date, (B) to a Litigation Funder in connection with a Litigation Financing (each as defined in the Monetization Proceeds Agreement) as to which the rights of the Holder shall, with respect to any security granted with respect to any Litigation Financing in the patents related to the Litigation Financing, shall be subordinated to the rights with respect to the Litigation Financing and the Holder shall enter into a subordination agreement similar to the Subordination Agreement, as defined in the Securities Purchase Agreement; (C) all Other Notes, and (D) approved by the Holder in advance in writing; and (ii) senior to all other Indebtedness now existing or hereafter created, unless prohibited by law.

(b)           Incurrence of Indebtedness .  Except as permitted by the Securities Purchase Agreement and except for Indebtedness incurred to pay or prepay the Notes, so long as this Note or any other Notes are outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness, other than: (i) Indebtedness set forth on Schedule 3(s) to the Securities Purchase Agreement, provided, that the terms of such Indebtedness are not increased, amended, modified, changed or extended on or after the Issuance Date; (ii) Litigation Financings, (iii) Indebtedness evidenced by this Note and the Other Notes; (iv) Third Party Working Capital Loans, (v) unsecured Indebtedness incurred by the Company that is made expressly subordinate in right of payment to the Indebtedness evidenced by this Note or any Other Notes as reflected in a written agreement acceptable to the Required Holders and approved by the Required Holders in writing, and which Indebtedness does not provide at any time for (A) the payment, prepayment, repayment, repurchase or defeasance, directly or indirectly, of any principal or premium, if any, thereon until ninety-one (91) days after the Maturity Date or later and (B) total interest and fees at a rate in excess of 8% per annum; and (vi) trade payables incurred in the ordinary course of business consistent with past practice and Monetization Expenses and Other Expenses, as defined in the Monetization Proceeds Agreement (which are not Indebtedness).

(c)           Cash Dividend .  So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, pay cash dividends or distributions on any equity securities of the Company or of its Subsidiaries other than payments from a Subsidiary to the Company.

(d)           Restricted Payments .  The Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other than this Note and any other Notes or Permitted Indebtedness), whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness.

(e)           Restriction on Redemption .  Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms, the Company shall not, directly or indirectly, redeem or repurchase its capital stock without the prior express written consent of the Required Holders.

(f)            Change in Nature of Business .  The Company shall not make, or permit any of its Subsidiaries to make, any change in the nature of its business as described in the Company's most recent annual report filed on Form 10-K with the SEC.  The Company shall not modify its purpose or, other than as set forth in Schedule 13(g), which is incorporated herein by reference, the Company shall not modify its corporate structure except that the Company may change it state of domicile on notice to the Holder.

(g)           Preservation of Existence, Etc.   Except with the approval of the Majority Holders, the Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be qualified will not have a Material Adverse Effect, as defined in the Securities Purchase Agreement.

(h)           Maintenance of Patents.   The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all patents owned, co-owned or controlled by them, except that the Company or any SPA Subsidiary may abandon patent applications and claims on the advice of counsel.

(i)            Transactions with Affiliates .  The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course of business in a manner and to an extent consistent with past practice (except as set forth in Schedule 13(g)) and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm's length transaction with a Person that is not an Affiliate thereof. For the avoidance of doubt, nothing in this Note or in the Securities Purchase Agreement shall be construed to restrict the ability of the Company to adopt an Approved Stock Plan and to issue equity securities pursuant to an Approved Stock Plan on such terms as are approved by the Board of Directors (with the grantee abstaining if the grantee is a director).

(j)            Issuance of Preferred Stock .  So long as this Note or any other Notes are outstanding, the Company shall not issue any shares of the Company’s preferred stock or other equity securities with a preference over the Common Stock as to dividends or liquidation, or any other securities which may be exercised or converted into shares of the Company’s preferred stock or such other equity securities, without the prior written consent of the Required Holders, unless the proceeds of the issuance there of are immediately used to pay in full all obligations under the Notes and the other Transaction Documents (other than the Monetization Proceeds Agreement).

(k)           Authorization and Reservation of Shares .  Within 135 days of the Initial Closing Date, the Company shall affect the Authorized Share Increase and simultaneously reserve for issuance the Required Reserve Amount. Thereafter, the Company shall take all actions required under Section 10.

(14)         VOTE TO ISSUE, OR CHANGE THE TERMS OF, NOTES .  The written consent of the Required Holders shall be required for any change or amendment to any of the Notes, unless the change shall only effect the Holder and the Company shall have offered such change to all holders of Notes and complied with the requirement of the third to last sentence of Section 9(e) of the Securities Purchase Agreement, in which case only the consent of the Holder is required.

(15)         TRANSFER .  This Note and any shares of Common Stock or other securities issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company in a transaction which is exempt from the registration requirements of the Securities Act of 1933, as amended.

(16)         REISSUANCE OF THIS NOTE .

(a)            Transfer .  If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 16(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 16(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.

(b)           Lost, Stolen or Mutilated Note .  Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 16(d)) representing the outstanding Principal.

(c)           Note Exchangeable for Different Denominations .  This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 16(d) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d)           Issuance of New Notes .  Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 16(a) or Section 16(c), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Late Charges, if any, on the Principal of this Note, from the Issuance Date.

(17)         REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF .  Except as expressly provided in this Note, the remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder's right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.  Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).  The Company acknowledges that a material breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.  The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder may seek, in addition to all other available remedies, an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

(18)         PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS .  If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors' rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, attorneys' fees and disbursements.

(19)         CONSTRUCTION; HEADINGS .  This Note shall be deemed to be jointly drafted by the Company and all the Purchasers and shall not be construed against any person as the drafter hereof.  The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

(20)         FAILURE OR INDULGENCE NOT WAIVER .  No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

(21)         DISPUTE RESOLUTION .  In the case of a dispute as to the arithmetic calculation of any conversion price to be determined under Section 3 hereof (a “ Conversion Price ”) or any Redemption Price, the Company shall submit the disputed determinations or arithmetic calculations via e-mail within one (1) Business Day of receipt, or deemed receipt, of the Conversion Notice or Redemption Notice or other event giving rise to such dispute, as the case may be, to the Holder.  If the Holder and the Company are unable to agree upon such determination or calculation within one (1) Business Day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within one Business Day submit via e-mail the disputed arithmetic calculation of the Conversion Price or any Redemption Price to the Company's independent, outside investment bank or accountant.  The Company shall request the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations.  Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.  The party whose calculation is furthest from the investment bank's or accountant's determination or calculation, as the case may be, shall be obligated to pay the fees and expenses of such investment bank or accountant.

(22)         NOTICES; PAYMENTS .

(a)           Notices .  Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement.  The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore.  Without limiting the generality of the foregoing, the Company shall give written notice to the Holder at least twenty (20) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any pro rata subscription offer to holders of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

(b)           Payments .  Except as otherwise provided in this Note, whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing (which address, in the case of Holder shall initially be as set forth in the Securities Purchase Agreement); provided , that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder's wire transfer instructions.  Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.  Any amount of Principal or other amounts due under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of fifteen percent (15%) per annum from the date such amount was due until the same is paid in full (“ Late Charge ”).

(23)         CANCELLATION .  After all Principal and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

(24)         WAIVER OF NOTICE .  To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Securities Purchase Agreement.

(25)         GOVERNING LAW; JURISDICTION; JURY TRIAL .  This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address it set forth on the signature page hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder.   THE COMPANY HEREBY IRREVOCABLY WAIVES TO THE EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

(26)         CURRENCY .  All principal, interest and other amounts owing under this Note or any Transaction Document that, in accordance with their terms, are paid in cash shall be paid in US dollars. 

(27)         SEVERABILITY . If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(28)         CERTAIN DEFINITIONS .  For purposes of this Note, the following terms shall have the following meanings:

(a)          “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “ control ” of a Person means the power directly or indirectly either to vote 35% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(b)          “ Approved Stock Plan ” means any employee benefit plan, as defined in Rule 405 of the SEC pursuant to the 1933 Act which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director, consultant or other person rendering services to the Company for services provided to the Companya.

(c)          “ Bloomberg ” means Bloomberg Financial Markets.

(d)          “ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(e)          “ Change of Control ” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification of the Common Stock in which holders of the Company's voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, are, in all material respect, the holders of the voting power of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification or (ii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) any transaction which has been approved by the holders of a majority of the outstanding principal amount of Notes in the manner provided in the Securities Purchase Agreement or (iv) any transaction or series of transactions whereby the holders of the Notes and the Other Notes acquire a beneficial ownership interest of 35% or more of the Company’s voting stock or (v) any other acquisition of equity securities by the Holder of the holder of any Other Note or any of their affiliates.

(f)           “ Closing Bid Price ” and “ Closing Sale Price ” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg, or if the foregoing does not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “ pink sheets ” by Pink Sheets. If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder.  If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 21.  All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction during the applicable calculation period.

(g)          “ Contingent Obligation ” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto. A contingent fee arrangement with counsel shall not be deemed to be a Contingent Obligation.

(h)          “ Conversion Shares ” means shares of Common Stock issuable by the Company upon the conversion of any of the Notes.

(i)           “ Convertible Securities ” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(j)           “ Eligible Market ” means the Principal Market, or any exchange or market that is operated by The New York Stock Exchange, Inc., NASDAQ, or OTC Markets or other similar over-the-counter markets.

(k)          “ Fundamental Transaction ” means that (A) the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person or Persons, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the Person or Persons making or party to, or associated or Affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the other Person or other Persons making or party to, or associated or Affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock other than as provided in the Securities Purchase Agreement, or (B) any “ person ” or “ group ” (as these terms are used for purposes of Sections 14(d) and 15(d) of the Exchange Act) is or shall become the “ beneficial owner ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

(l)           “ GAAP ” means United States generally accepted accounting principles, consistently applied.

(m)         “ Indebtedness ” has the meaning set forth in the Securities Purchase Agreement.

(n)          “ Options ” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(o)          “ Parent Entity ” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(p)          “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(q)          “ Permitted Indebtedness ” shall mean Indebtedness existing on the date of this Agreement and unsecured Indebtedness which replaces such Indebtedness without increasing the principal amount, Indebtedness incurred in connection with Litigation Financing and other Indebtedness incurred with the approval of the Required Holders, such approval not to be unreasonably withheld or delayed. For the avoidance of doubt, trade payables, Monetization Expenses and Other Expenses, are not considered to be Indebtedness.

(r)           “ Principal Market ” means the principal stock exchange or market on which the Company’s Common Stock is traded (or if not trading, the principal stock exchange or market on which listed or quoted), including any market operated by OTC Markets or any other stock exchange or market. As of the Initial Closing Date, the Principal Market is the OTC Pink Market.

(s)          “ Redemption Notices ” means, collectively, the Event of Default Redemption Notices and the Change of Control Redemption Notices, each of the foregoing, individually, a Redemption Notice.

(t)           “ Redemption Prices ” means, collectively, the Event of Default Redemption Price and the Change of Control Redemption Price, each of the foregoing, individually, a Redemption Price.

(u)          “ Registration Rights Agreement ” means that certain registration rights agreement dated as of the Subscription Date by and among the Company and Holder relating to, among other things, the registration of the resale of the Shares and the Common Stock issuable upon and exercise of the Purchase Option, and, after a Conversion Eligible Event of Default.

(v)          “ Required Holders ” means the holders of Notes representing at least fifty (50%) of the aggregate principal amount of the Notes then outstanding.

(w)         “ SEC ” means the United States Securities and Exchange Commission.

(x)          “ Securities Purchase Agreement ” means that certain securities purchase agreement dated as of the Subscription Date, by and among the Company and Holder pursuant to which the Company issued or agreed to issue the Notes, the Shares and the Purchase Option.

(y)          “ Subscription Date ” means October 21, 2015.

(z)           “ Successor Entity ” means the Person, which may be the Company, formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been made, provided that if such Person is not a publicly traded entity whose common stock or equivalent equity security is quoted or listed for trading on an Eligible Market, Successor Entity shall mean such Person's Parent Entity.

(aa)        “ Trading Day ” means any day on which the Common Stock is traded on the Principal Market, provided that “ Trading Day ” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).

(bb)        “ Voting Stock ” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

(29)         DISCLOSURE .  Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within two (2) Business Days after any such receipt or delivery publicly disclose such material, nonpublic information on a Report on Form 8-K or otherwise.  In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.

EXHIBIT I

QUEST PATENT RESEARCH CORPORATION

CONVERSION NOTICE

Reference is made to the Convertible Note (the “ Note ”) issued to the undersigned by Quest Patent Research Corporation, a Delaware corporation (the “ Company ”).  In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined below) of the Note indicated below into shares of Common Stock par value $0.00003 per share (the “ Common Stock ”) of the Company, as of the date specified below.

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs _________________________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ________ [__], 201__ from the Company and acknowledged and agreed to by ___________________________.

26

Exhibit 99.3

Execution Copy

MONETIZATION PROCEEDS AGREEMENT

This Monetization Proceeds Agreement, dated as of October 22, 2015, is entered into by and between United Wireless Holdings, Inc. (“UWH”), a Delaware corporation, on the one hand, and Quest Patent Research Corporation (“QPRC”), a Delaware corporation, and its subsidiaries, Quest Licensing Corporation , a New York corporation, Wynn Technologies Inc. , a New York corporation, Mariner IC Inc. , a Texas corporation, Semcon IP Inc. , a Texas corporation, and IC Kinetics Inc. , a Texas corporation, together with QPRC, each such subsidiary a “Patent Owner” and collectively “Patent Owners”). (UWH and the other Patent Owners are collectively referred to herein as the “Parties” and each individually as a “Party.”)

RECITALS

WHEREAS, QPRC, directly or through its Patent Owner subsidiaries, is the owner of all right, title and interest to the United States patents and patent applications identified on Schedule A-1 and A-2 attached hereto and possesses or may possess certain Claims for which it intends to seek redress; and

WHEREAS , QPRC, the other Patent Owners and UWH are parties to that certain Securities Purchase Agreement dated as of the date hereof (as amended and in effect from time to time, the “ Securities Purchase Agreement ”); and

WHEREAS , it is a condition precedent to UWH’s purchasing the Notes, Shares and Purchase Option from QPRC under the Securities Purchase Agreement that QPRC and the Patent Owners execute and deliver to UWH an agreement in substantially the form hereof;

NOW, THEREFORE, in consideration for the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.1.          For purposes of this Agreement, defined terms shall have the meanings set forth in Section 2 below. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided therefor in the Securities Purchase Agreement or the Security Agreement, as the case may be.

1.2.          Headings are for information only and do not form part of the operative provisions of this Agreement.

1.3.          References to this Agreement include references to the Recitals.

1.4.          In this Agreement, unless a clear contrary intention appears: (a) words denoting the singular include the plural and vice versa; (b) words denoting any gender include all genders; (c) all references to”$” or dollars shall mean U.S. Dollars; (d) the word “or” shall include both the adjunctive and the disjunctive meaning thereof; and (e) the words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.”

1.5.          The terms of this Agreement have been negotiated between the Parties in an arm’s length transaction, and shall not be construed for or against either Party by reason of the drafting or preparation hereof.

2.1          “Adverse Claim” means any claim, cause of action, suit, or demand, including any counterclaim or third-party claim that is adverse to Patent Owner, Patent Owner’s Affiliates, Patent Owner’s Attorneys, UWH, any UWH Affiliate or UWH’ s interests pursuant to this Agreement; provided that “Adverse Claim” shall not include any non-monetary counterclaim relating directly to the Claims brought by a Defendant, including allegations regarding the invalidity, non-infringement, or unenforceability of any of the Patents, except to the extent that any such non-monetary counterclaim is in connection with, arises out of, or is otherwise related to any breach (or is based on or relates to facts or circumstances the existence of which would constitute a breach) of any representations or warranties or covenants made by Patent Owner in this Agreement or any other Transaction Document.

2.2          “Agreement” means, collectively, this Agreement, together with all exhibits, schedules and amendments hereto, including all documents expressly incorporated herein by reference.

2.3          “Affiliate” means as to any Person (i) any other Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person or its respective successors or (ii) if such Person is an individual, a spouse, parent, sibling, or descendant of such Person, or a trust over which such Person has sole investment and dispositive power for the benefit of such Person, spouse, parent, sibling, or descendant. The term “control” including the terms “controlling,” “controlled by,” and “under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise. Affiliates includes such entities whether now existing or later established by investment, merger, or otherwise, including the successors and assigns of such Person. In the case of the United States Government, Affiliates also includes departments or agencies of the United States Government.

2.4          “Assigned Rights” means the Net Proceeds Percentage of any and all of QPRC and Patent Owners’ rights in and to the Net Proceeds.

2.5          “Attorneys’ Fees” means the fees, hourly, contingent or otherwise, charged by Patent Owner’s Attorneys to maintain and prosecute the Patents and prosecute the Claims to completion, including pre-trial, trial, and collections of any settlements, judgments, and awards, and to defend any non-monetary counterclaims brought against the Patent Owner by any of the Defendants relating directly to the Claims, including allegations regarding invalidity, non-infringement, or unenforceability of the Patents.

2.6          “Claims” means all threatened or actual legal claims, actions, suits, arbitrations, causes of action, or proceedings before any supranational, national, state, municipal, or local entity or governmental authority, whether located within or without the United States, including any U.S. District Court, and demands asserted by Patent Owner or its Affiliates against one or more of the Defendants or against any other parties threatened with or added to a claim, action, suit, arbitration, cause of action, or proceeding brought against any of the Defendants relating to claims of patent infringement of any of the Patents that are or may be included by or on behalf of Patent Owner against the accused parties or included in any settlement or resolution of that Claim.

2.7          “Confidential Information” means all documents and information (whether written or oral), including all communications, contracts, and agreements, exchanged by the Parties related to the Parties' relationship, or the Claims. The term Confidential Information does not include information that: (i) becomes generally available to the public other than as a result of a breach by a Party of this Agreement, (ii) is already in the receiving Party's possession, provided that such information is not known by the receiving Party to be subject to a contractual or legal obligation of confidentiality to the disclosing Party, or (iii) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party, provided that such source is not known by the receiving Party to be bound by a contractual or legal obligation of confidentiality to the disclosing Party.

2.8           “Defendants” means any Persons against which Claims are threatened, alleged, or asserted by any Patent Owner under this Agreement.

2.9          “Disputes” has the meaning set forth in Section 6.3.

2.10        “Escrow Agent” means CKR Law LLP, as escrow agent under the Escrow Agreement.

2.11        “Escrow Agreement” means the Escrow Agreement dated the date hereof among each Patent Owner, UWH and the Escrow Agent.

2.12        “Gross Monetization Proceeds” means any and all gross, pre-Tax monetary recovery or the value of any other non-cash consideration received, or to be received, directly or indirectly, by QPRC or any other Patent Owner, its Affiliates, related Persons, or any of their permitted assigns as a direct or indirect result of, part of, in connection with, relating to, or arising from the Patents, including any sale, licensing, exchange or other realization of value from any Patent, any Royalties (including the Value of Royalties), monies, lump-sum payments, up-front payments, settlement amounts, distribution of property, securities, judgments, settlements, injunctions, contracts and contract rights, licenses or other cash and non-cash amounts paid, received, or to be received by (which shall include amounts being set off against or otherwise reducing any obligation of QPRC or any other Patent Owner or any of their Affiliates), transferred to, owed by, or inuring, directly or indirectly, to QPRC or any other Patent Owner or any of their Affiliates or related Persons, including, without limitation, any of the foregoing as a direct or indirect result of, as part of, arising from, in connection with, or relating to, (x) awards or payments of attorneys’ fees, costs and expenses, settlement (reached before and after the initiation of litigation, arbitration, mediation, or a complaint, but after the execution of this Agreement), voluntary dismissals, and awards of sanctions (as permitted by applicable law), license, judgment, order, voluntary dismissals, including any award of sanctions, as permitted by applicable law, or any resolution of the Claims (or any part of the Claims); or (y) contracts, licensing agreements, or royalty agreements from Defendants or from any other parties added to the same action against Defendants, and (z) interest received in connection therewith agreed in a settlement or awarded in a judgment. For the avoidance of doubt, Gross Monetization Proceeds shall be determined prior to deducting (and shall be gross of) any portion thereof that may be payable by QPRC or Patent Owner to any other party for any reason.

2.13         “Inter Partes Review Expenses” means attorneys’ fees and out-of-pocket expenses actually incurred by Patent Owner or Patent Owner’s Attorneys in connection with the defense of an inter partes review, covered business method patent review, post grant review or ex-parte reexamination of the Patents

2.14         “Litigation Funder” means any Person providing to QPRC or another Patent Owner Litigation Financing

2.15         “Litigation Financing” means capital provided to QPRC or another Patent Owner by a Litigation Funder for the sole purpose of funding the prosecution of one or more Claims.

2.16         “Monetization Expenses” means reasonable out-of-pocket expenses actually incurred by Patent Owner or Patent Owner’s Attorneys in connection with realization of Gross Monetization Proceeds, including the prosecution of Claims and defending any nonmonetary counterclaims brought against the Patent Owner by any of the Defendants relating directly to the Claims, including allegations regarding invalidity, non-infringement, or unenforceability of the Patents. The reasonableness of expenses incurred by Patent Owner’s Attorneys will be determined in accordance with the commercially reasonable costs typically charged for such expenses. Monetization Expenses include reasonable and documented expert and consulting fees; local counsel fees; e-discovery vendors; litigation support services for audio and visual presentations; jury consultants; focus groups; photocopying; postage and delivery; computer-assisted research; filing fees; court reporters and other transcription services; and reasonable travel expenses. Monetization Expenses do not include Attorneys’ Fees, Inter Partes Review Expenses, or any fees or expenses relating to costs or damages awards against Patent Owner resulting from any Adverse Claim.

2.17         “Net Proceeds” means Gross Monetization Proceeds minus the sum of Monetization Expenses and Other Expenses.

2.18         “Net Proceeds Percentage” means fifteen percent (15%); provided, however, that upon the first Additional Note Failure (as defined in the Securities Purchase Agreement), the Net Proceeds Percentage will be reduced to seven and one-half percent (7.5%) with respect to any Net Proceeds of Patents identified on Schedule A-2 attached hereto (“A-2 Patents”) that accrue after the date of such first Additional Note Failure; and upon the second Additional Note Failure, the Net Proceeds Percentage will be reduced to zero (0%) with respect to any Net Proceeds of A-2 Patents that accrue after the date of such second Additional Note Failure. No Additional Note Failure will affect the Net Proceeds Percentage with respect to any Net Proceeds of Patents identified on Schedule A-1 attached hereto.

2.19         “Note Payments” means any payment of the Notes per Section 1 and 2 of the Note; a payment for which notice of intention to exercise the Prepayment Option, per Section 2(b) of the Note, has been received by UWH on or before the Received Proceeds Disbursement Notice (as defined below). For the avoidance of doubt, Note Payments are governed by the terms of the Note and realization by QPRC or any of its Subsidiaries of any portion of the Gross Monetization Proceeds as contemplated herein has no impact whatsoever on the payment obligations under the Note.

2.20         “Other Expenses” means (a) attorneys’ fees and out-of-pocket expenses such as patent maintenance fees actually and reasonably incurred by QPRC or a Patent Owner in respect of the maintenance of the Patent(s) or related to the realization of Gross Monetization Proceeds, including Inter Partes Review Expenses, Attorney Fees and any payments to a Litigation Funder in connection with a Litigation Financing, in each case to the extent not included in Monetization Expenses (and for the avoidance of doubt, not including (without limitation) any salaries, consultant fees, accountant fees, general corporate expenses, regulatory fees or filing costs, or other overhead, or any acquisition costs, or any other debt service) and (b) Note Payments.

2.21         “Patent Owner’s Attorneys” means any legal counsel engaged to represent any Patent Owner in connection with any Claim.

2.22         “Patents” means the United States patents and patent applications identified on Schedule A-1 and A-2 attached hereto and all patents and patent applications related thereto, and all patents and patent applications claiming benefit, in whole or in part, of any of their filing dates including, but not limited to, extensions, divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and foreign counterparts of any of the foregoing, the inventions disclosed or claimed therein, including the right to make, use, practice and/or sell (or license or otherwise transfer or dispose of) the inventions disclosed or claimed therein, and the right (but not the obligation) to make and prosecute applications for such patents.

2.23         “Person” means any individual, firm, company, corporation, partnership, limited liability company, government, state, or agency, or subdivision of a state (or governmental entity), or any association, trust, joint venture, or consortium (whether or not having separate legal personality).

2.24         “Representative” means the employees, officers, directors, partners, members, shareholders (other than shareholders of QPRC solely in their capacity as such), co-investors, potential co-investors, agents, advisors, consultants, accountants, attorneys, trustees, or authorized representatives a Party.

2.25         “Rights” means all rights, titles, claims, options, powers, privileges, and interests.

2.26         “Royalties” means any monies or cash payable, owed to, or inuring to Patent Owner, its Affiliates, or related Persons, or any of their permissible assigns, as a result of a settlement, license, royalties, or other resolution of the Claims, whether voluntary or ordered or adjudicated by the court or a jury, where such monies or cash are payable over a period greater than one year.

2.27         “Security” means a mortgage, charge, pledge, lien, or other security interest securing any obligation of any Person or any other agreement or arrangement having a similar effect.

2.28         “Taxes” means any non-U.S., U.S. federal, state, local, municipal, or other governmental taxes, duties, levies, fees, excises, or tariffs, arising as a result of or in connection with any amounts of property received or paid under this Agreement, including: (i) any state or local sales or use taxes; (ii) any import, value-added, consumption, or similar tax; (iii) any business transfer tax; (iv) any taxes imposed or based on or with respect to or measured by any net or gross income or receipts of any of the Parties; (v) any withholding or franchise taxes, taxes on doing business, gross receipts taxes or capital stock or property taxes; or (vi) any other tax now or hereafter imposed by any governmental or taxing authority on any aspect of this Agreement, the Gross Monetization Proceeds, the Investment or the Assigned Rights, and “pre-Tax” shall mean before deduction of any of the foregoing.

2.29        “Value of Royalties” shall mean the following: (a) The total cash value of the sum of all monies or cash payable to QPRC or Patent Owner, its Affiliates or related Persons or their assigns during the entire term of any settlement agreement or license agreement, to the extent UWH determines that it can reasonably calculate the cash value with certainty as of the effective date of such settlement agreement or license agreement; or (b) to the extent UWH determines that it cannot reasonably calculate such cash value with certainty as of the date of such settlement agreement or license agreement, the total cash value shall be calculated as the greater of five percent (5%) and the royalty rate specified in the settlement agreement, license agreement or as adjudicated by the court or jury (or if multiple royalty rates apply, the blended rate as determined by UWH); multiplied by the average of total net sales of the products, services or methods covered by the settlement agreement or the license agreement (the “Licensed Products”) for the three-year period preceding the effective date of such settlement agreement and/or license agreement; multiplied by the term of the settlement agreement or license agreement, expressed in years or fractional years; multiplied by a projected growth rate determined by UWH and based on sales of the Licensed Products over that three year period. If less than three years of data is available, UWH may calculate the average sales and the projected growth rate based on the available data. To the extent the settlement agreement or license agreement grants a term license with a right of renewal entitling Patent Owner, its Affiliates or related Persons or their assigns to additional Royalties, any subsequent renewals, including license re-negotiations if any, shall be subject to this Section for determining the Value of Royalties and Gross Monetization Proceeds owed to UWH under this Agreement.

3.1           Assignment of an Interest in the Proceeds . QPRC and each Patent Owner hereby irrevocably assigns to UWH the Assigned Rights in perpetuity.

3.2           Payment of Percentage of Net Proceeds . UWH shall be entitled to receive an amount equal to the Net Proceeds Percentage of all Net Proceeds, payable out of all Gross Monetization Proceeds received or entitled to be received by or transferred, paid or inuring to QPRC and any Patent Owner (or for their benefit), from whatever source (“Received Proceeds”).

3.3           Disbursement of Net Proceeds . (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise required to be delivered to QPRC or any other Patent Owner, and (ii) shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received Proceeds received by any of them notwithstanding the preceding clause (i), immediately upon receipt, to the Escrow Agent, in each case pursuant to the Escrow Agreement, and such Received Proceeds shall be held and distributed in accordance with the Escrow Agreement.

(b)          QPRC  shall  provide  written  notice  to  UWH (the  “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the following:

(i)          The amount of the Received Proceeds;

(ii)         The sum of all Monetization Expenses and Other Expenses related to the Patent or Patents underlying the Received Proceeds;

(iii)        The amounts required to be paid to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payee;

(iv)       The accrued and unpaid principal and interest on the Notes through the  date the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement);

(v)        The Net Proceeds Percentage of Net Proceeds to be paid to UWH under this Agreement.

(c)          UWH shall have five (5) Business Days from receipt of a Received Proceeds Disbursement Notice to review and approve the calculations and proposed disbursements set forth therein.

(i)         If UWH approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH and QPRC shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds in accordance with the proposed disbursements set forth in the Received Proceeds Disbursement Notice.

(ii)         If UWH objects to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt of the Received Proceeds Disbursement Notice, specifying in detail its objections to the calculations. The parties shall work together in good faith to resolve any objections set forth in the Objection Notice, and if the parties are able to agree on a resolution of any such objections within ten (10) Business Days from the delivery of the Objection Notice, they shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds (or any portion thereof) as so agreed; if they are not able to so agree (or with respect to any portion of Received Proceeds not so agreed), the parties shall submit the dispute to arbitration in accordance with Sections 6.3 and 6.4 hereof.

3.4           Non-Cash Net Proceeds. (a) Any Received Proceeds that do not consist of cash shall be received by QPRC, any other Patent Owner and their Affiliates and Representatives and held by them in trust for the benefit of UWH until disbursed or distributed upon written notice from UWH to liquidate, disburse or distribute the non-cash Received Proceeds. For purposes of calculating Net Proceeds: any Received Proceeds consisting of securities listed on an exchange or traded in an over-the-counter market shall be valued at last sale price or closing bid price, respectively, for such security on the principal exchange or market on which the security is listed or traded on the date of any written notice from UWH to liquidate, disburse or distribute the non-cash Received Proceeds, or, if no last sale price or closing bid price, respectively, is reported for such security, the average of the ask prices, or the bid prices, respectively, of any market makers for such security on such day; any Received Proceeds consisting of other assets with a readily determinable market value shall be valued at such market value as of the date of any written notice from UWH to liquidate, disburse or distribute the non-cash Received Proceeds; any other Received Proceeds that do not consist of cash shall be valued at the fair market value as mutually determined by UWH and QPRC; if UWH and QPRC are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Sections 6.3 and 6.4 hereof.

(b)          Promptly after the determination as provided above of the value of any Received Proceeds that do not consist of cash, QPRC shall deliver or cause any other Patent Owner or their Affiliates or Representatives in possession thereof to deliver to UWH the portion of such assets representing the Net Proceeds Percentage of the Net Proceeds.

(c)          Notwithstanding the foregoing, if so agreed by UWH and QPRC, any Received Proceeds that consist of patents, patent licenses or other patent rights may be retained by QPRC or another Patent Owner and included within the definition of “Patents” hereunder, upon execution and delivery of amendments to the Patent Security Agreement any other Transaction Document reasonably required by and in form reasonably satisfactory to UWH.

3.5           Net Proceeds Shortfall . In the event that cash Received Proceeds with respect to any Claim distributed to UWH pursuant to the Escrow Agreement are less than the Net Proceeds Percentage of all cash Net Proceeds of that Claim (a “Monetization Shortfall”), QPRC shall within three (3) Business Days after such distribution pay the difference in cash to UWH. If QPRC is unable or fails to do so, in whole or in part (a “Monetization Shortfall Default”), it will automatically be deemed to have issued to UWH a Monetization Shortfall Additional Note in a principal amount equal to the amount of the Monetization Shortfall not so paid by QPRC to UWH (the “Monetization Shortfall Default Amount”), as provided in Section 1(b)(v) of the Securities Purchase Agreement. To the extent that the aggregate original principal amount of all Monetization Shortfall Additional Notes and all Working Capital Additional Notes issued exceeds one million dollars ($1,000,000.00), any further Monetization Shortfalls that are not paid or caused to be paid by QPRC to UWH within three (3) Business Days after the date of the relevant distribution under the Escrow Agreement (the “Distribution Date”) shall each be deemed to be a loan by UWH to QPRC with a maturity date that is six (6) months after the Distribution Date, bearing interest at a rate of 10% per annum, payable at maturity. Such loans shall have the same Events of Default and remedies of QPRC as the Notes. For avoidance of doubt, such loans shall be deemed Obligations and Secured Obligations as defined in the Security Agreement and the Pledge Agreement, respectively.

3.6          Access . During the term of this Agreement, each Patent Owner shall provide UWH and its auditors, legal counsel, and other authorized representatives complete and unlimited access on reasonable notice and during normal business hours to inspect, investigate and audit all non-privileged information relating to the Claims, including (i) corporate documents, (ii) documents related to the business, operations, assets, liabilities, and obligations of Patent Owner, (iii) non-privileged communications, and (iv) contracts of Patent Owner. In addition, each Patent Owner shall cooperate and promptly respond to all due diligence inquiries. Each Patent Owner shall consult independent legal counsel in order to protect privileged communications as disclosure of privileged communications could result in waiver of the attorney-client privilege, thus potentially adversely affecting the Claims. If Patent Owner is aware of material privileged communications that could affect UWH’s decision to invest under the Securities Purchase Agreement or its monitoring of its investment, Patent Owner, after consulting independent legal counsel, will disclose the existence, but not the substance, of such communications.

3.7          Matter Monitoring. Each Patent Owner shall keep UWH informed of the progress of the prosecution of the Claims and provide to UWH all information and documentation provided to any Litigation Funder related to the prosecution of the Claims. In no event shall Patent Owner be obligated to disclose any privileged information related to the prosecution of the Claims at any time or for any purpose. Notwithstanding the preceding sentence, if Patent Owner is aware of information that it reasonably believes could affect UWH’s decision to invest under the Securities Purchase Agreement, and Patent Owner is prohibited from disclosing such information because it is privileged, Patent Owner is required to disclose to UWH the fact that such information exists and Patent Owner’s assessment, after consultation with counsel, of such information and its effect, if any, on the claims and defenses, even if it cannot disclose the substance of that information. All information provided by Patent Owner shall be in consultation with its counsel, and all such information shall be true and accurate in all material respects as of the date provided.

3.8          Concerning Disclosure . Nothing in this Agreement shall be construed to require the Company to publicly disclose material non-public information not required to be publicly disclosed pursuant to the Securities Purchase Agreement or another Transaction Document.

4.1.          Patent Owners’ Representations and Warranties . Each Patent Owner makes the representations, warranties, and Covenants set out in this Section as of the date of this Agreement, each Closing Date and for the duration of this Agreement, except as may be disclosed in writing to UWH for events that arise subsequent to the date of this Agreement:

(a)          The Patents are, or will be upon closing of the Intellectual Ventures Agreement, exclusively owned by QPRC or the Patent Owners.

(b)          No third party has the right to grant any licenses in and to any of the Patents.

(c)          There are no inventorship challenges, opposition, reexamination, or nullity proceedings or interferences declared, commenced or provoked, or to the knowledge of QPRC or any Patent Owner, threatened, with respect to any Patents. Each Patent Owner has complied with its duty of candor and disclosure to the United States Patent and Trademark Office and any relevant foreign patent or trademark office with respect to the Patents and have made no material misrepresentation with respect to such Patents. No Patent has been intentionally abandoned. Neither QPRC nor any Patent Owner has any knowledge of any information that would preclude any applicable Patent Owner from having clear title to the Patents or affecting their patentability, validity, or enforceability.

(d)          QPRC and each Patent Owner acknowledges that it has superior knowledge regarding the Claims, due at least in part to its involvement and familiarity with the facts underlying the Claims. Moreover, QPRC and each Patent Owner acknowledges that it will have access to privileged information regarding the prosecution of the Claims that is not available to UWH. In connection with entering into this Agreement, QPRC and the Patent Owners have provided (or have caused Patent Owner’s Attorneys to provide) certain information to UWH, including information pertaining to the Claims and potential defenses thereto, and material factual information underlying the Claims. All such information has been provided by QPRC and the Patent Owners in consultation with their counsel, and QPRC and each of the Patent Owners hereby warrants that all such information was true and accurate in all material respects as of the date it was provided and as of each Closing Date. QPRC and each Patent Owner acknowledges that UWH has relied on the accuracy and completeness of this information in agreeing to make UWH’s Commitment. QPRC and each Patent Owner confirms that it has disclosed, and will continue to disclose, all non-privileged material facts in their possession that QPRC or the Patent Owner reasonably believes could affect UWH’s decision to make (or to withdraw) UWH’s Commitment.

4.2.           No Practice of Law . UWH and its Affiliates and its and their Representatives are not a law firm and do not provide legal advice. No attorney-client relationship is intended, sought, or created by or through the execution of this Agreement. UWH and its Affiliates and its and their Representatives have not provided, nor will provide at any time in the future, legal advice to any Patent Owner regarding or in conjunction with this Agreement or the Claims.

4.3.           Independent Decisions. UWH will not seek to influence the professional judgment of QPRC or any Patent Owner’s legal counsel or otherwise exert control over any threatened or actual litigation. Further, UWH will not constrain, coerce, or otherwise pressure QPRC or any Patent Owner to take any action relating to the Patents or Claims that it believes is adverse to QPRC or Patent Owner’s interests.

5.1.           Covenants . For so long as QPRC or any Patent Owner holds Patents or Claims exist, any amount is outstanding, or obligation of Patent Owner is remaining under this Agreement, or the other Transaction Documents, QPRC and each Patent Owner shall (unless it has obtained prior written consent from UWH to the contrary), at its sole cost and expense:

(a)          obtain, comply with and use commercially reasonable efforts to do all that is necessary to remain solvent and carry on its business;

(b)          prosecute, and to the best of its ability take all necessary actions to ensure that it prosecutes, the Claims with all due skill and care, including maintaining the appointment of Patent Owner’s Attorneys to act on the behalf of Patent Owner with respect to the prosecution of the Claims;

(c)          not, except as permitted under the other Transaction Documents, accept or deploy the capital of any third-party lender or capital source other than UWH in connection with the prosecution of the Claims;

(d)          not, except as permitted under the other Transaction Documents, grant or create or allow any other Person other than UWH to hold any Security or Adverse Claim over the Patents, the Claims, or the Gross Monetization Proceeds, or any rights thereto; notwithstanding the foregoing, in the event that the Patent Owners wish to grant a subordinate security interest in the Gross Monetization Proceeds, Patent Owners may do so with the prior written approval of UWH, such approval not to be unreasonably withheld and if such obligations being secured thereby have been expressly subordinated in right of payment to all obligations of Patent Owners to UWH hereunder by the execution and delivery of a subordination agreement, in form and substance satisfactory to UWH in its sole discretion;

(e)          not, except as permitted under the other Transaction Documents, transfer, sell, assign, or otherwise dispose of any of its Rights in or under any of the contracts or agreements relating to the Claims or the Gross Monetization Proceeds; notwithstanding the foregoing, in the event that the Patent Owners wish to grant a subordinate security interest in the Gross Monetization Proceeds, Patent Owners may do so with the prior written approval of UWH, such approval not to be unreasonably withheld and if such obligations being secured thereby have been expressly subordinated in right of payment to all obligations of Patent Owners to UWH hereunder by the execution and delivery of a subordination agreement, in form and substance satisfactory to UWH in its sole discretion;

(f)          not, except as permitted under the other Transaction Documents, transfer, sell, assign, or otherwise dispose of any of the Patents;

(g)          take all actions required or necessary to maintain the Patents in force and not allow any of the Patents to lapse or expire, including but not limited to diligently prosecuting all pending patent applications and paying all maintenance or renewal fees as required by the United States Patent and Trademark Office and other patent offices and administrative agencies around the world; notwithstanding the foregoing, the decision whether or not to continue to prosecute any pending patent application shall be made based upon the advice of the Patent Owner’s Attorneys;

(h)          keep and maintain books and records currently in its possession and essential to the prosecution of the Claims; and

(i)          timely file all tax returns with the appropriate taxing authority and timely pay all Taxes due, whether or not shown on such tax returns;

provided, however, that nothing in this Section 5.1 shall be construed to require QPRC to use or apply the proceeds payable to QPRC or any Patent Owner for any specific purpose

5.2.           Taxes .  All Taxes shall be the financial responsibility of the Party obligated to pay such Taxes as determined by applicable law and neither Party is or shall be liable at any time for any of the other Party’s Taxes incurred in connection with or related to amounts paid under this Agreement. No Tax shall be withheld on any Gross Monetization Proceeds or other amounts payable to UWH hereunder unless required by law. If any applicable law requires the deduction or withholding of any tax from any such payment to UWH, then the Patent Owner shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law and the sum payable to UWH shall be increased as necessary so that, after such deduction or withholding has been made, UWH receives an amount equal to the sum it would have received had no such deduction or withholding been made. Each Party shall indemnify, defend and hold the other Party harmless from and against any Taxes owed by or assessed against the other Party that are the obligations of such Party and from any claims, causes of action, costs, expenses, reasonable attorneys’ fees, penalties, assessments and any other liabilities of any nature whatsoever related to such Taxes.

5.3.           Conduct of Business . QPRC and each Patent Owner shall conduct its business in the regular and ordinary course, consistent with past practices. QPRC and Each Patent Owner shall keep UWH timely apprised of material commitments and material changes in their respective business, operations, and financial condition, and material developments with respect to the Claims.

6.1.           Governing Law . This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule, and shall be construed and enforced in accordance with the law.

6.2.           Specific Waivers . To the greatest extent permissible by law, each Patent Owner irrevocably waives and forever and unconditionally releases, discharges and quitclaims any claims, counterclaims, defenses, causes of action, remedies, or rights it or its successors in interest has or may in the future have arising from any doctrine, rule, or principle of law or equity that this Agreement, or the relationships or transactions contemplated by this Agreement (i) are against the public policy of any jurisdiction with which Patent Owner has a connection, or (ii) are unconscionable, or (iii) constitute champerty, maintenance, barratry, or any impermissible transfers, assignments or splitting of property, fees or causes of action, or (iv) violate the rules of professional ethics applicable to Patent Owner, UWH, or any of their lawyers.

6.3.           Arbitrable Claims . All actions, disputes, claims and controversies under common law, statutory law, rules of professional ethics, or in equity of any type or nature whatsoever, whether arising before or after the date of this Agreement, and directly relating to: (a) this Agreement or any amendments and addenda hereto, or the breach, invalidity or termination hereof; (b) any previous or subsequent agreement between UWH and QPRC or a Patent Owner related to the subject matter hereof to the extent set forth in Section 8.2; (c) any act or omission committed by UWH or its Representatives with respect to this Agreement, or by any member, employee, agent, or lawyer of UWH with respect to this Agreement, whether or not arising within the scope and course of employment or other contractual representation of UWH (provided that such act arises under a relationship, transaction or dealing between UWH and QPRC or a Patent Owner); or (d) any act or omission committed by QPRC or a Patent Owner with respect to this Agreement, or by any employee, agent, partner or lawyer of QPRC or a Patent Owner with respect to this Agreement whether or not arising within the scope and course of employment or other contractual representation of QPRC or a Patent Owner (provided that such act arises under a relationship, transaction or dealing between UWH and QPRC or a Patent Owner) (collectively, the “Disputes”), will be subject to and resolved by binding arbitration under this Section 6.3 and Section 6.4 below. The Parties agree that the arbitrators have exclusive jurisdiction, to the exclusion of any court (except as specifically provided with regard to prejudgment, provisional, or enforcement proceedings in Section 6.5), to decide all Disputes.

6.4.           Administrative Body; Situs . Any Dispute arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation or validity thereof, or the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Austin, Texas, before a panel of three arbitrators. The arbitration shall be administered using the arbitration rules of the American Arbitration Association (“AAA”) current at the time the Dispute is brought, which rules are deemed to be incorporated herein by reference. Each Party shall, upon written request, promptly provide the other Party with copies of all information on which the producing party may rely in support of or in opposition to any claim or defense and a report of any expert whom the producing Party may call as a witness in the arbitration hearing. Moreover, in the event of a Dispute, Patent Owner waives any objection to the production of privileged information relating to the underlying litigation and the Claims, with any material non-public information to be delivered pursuant to a non-disclosure agreement.

6.5.           Prejudgment and Provisional Remedies . Either Party may commence judicial proceedings only for the purpose(s) of: (i) enforcement of the arbitration provisions; (ii) obtaining appointment of arbitrator(s); (iii) preserving the status quo of the Parties pending arbitration as contemplated herein; (iv) preventing the disbursement by any Person of disputed funds; (v) preserving and protecting the rights of either Party pending the outcome of the arbitration, or (vi) seeking injunctive relief for breach of the confidentiality provisions contained in Section 7. Any such action or remedy will not waive a Party’s right to compel arbitration of any Dispute, and any Party may also file court proceedings to have judgment entered on the arbitration award. In any action for prejudgment or provisional relief, any court in which such relief is sought shall determine the availability of such relief without regard to any defenses that may be asserted by the other Party, and any such defenses shall be referred to the exclusive jurisdiction of the arbitrators under Section 6.3. The Parties further agree that a court shall not defer or delay granting prejudgment or provisional relief while any such arbitration takes place. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

6.6.           Attorneys’ Fees . If any of QPRC, any Patent Owner or UWH brings any other action for judicial relief with respect to any Dispute (other than those precisely described in Section 6.5), the Party bringing such action will be liable for and immediately pay all of the other Party’s costs and expenses (including attorneys’ fees) incurred to stay or dismiss such action and remove or refer such Dispute to arbitration. If any of QPRC, any Patent Owner or UWH brings or appeals an action to vacate or modify an arbitration award and such Party does not prevail, such Party will pay all costs and expenses, including attorneys’ fees, incurred by the other Party in defending such action.

6.7.           Enforcement . Any award rendered under this Section shall not be subject to appeal and shall be enforceable in any and all jurisdictions, including the State of Texas and the State of New York.

6.8.           Confidentiality of Awards . All arbitration proceedings, including testimony or evidence at hearings, will be kept confidential, although any award or order rendered by the arbitrator(s) pursuant to the terms of this Agreement may be confirmed as a judgment or order in any state or federal or other national court of competent jurisdiction where proceedings are necessary or appropriate to enforce any award or order. This Agreement concerns transactions involving commerce among several state and foreign countries.

6.9.           Indemnification . QPRC and each Patent Owner agrees to indemnify, defend, and hold harmless, UWH, its Affiliates and their respective Representatives from and against all claims by third parties relating to, or arising out of, this Agreement including, without limitation, all claims threatened, alleged or asserted by QPRC or Patent Owner’s Attorneys. For the avoidance of any doubt, QPRC and each Patent Owner agrees to advance to UWH its Affiliates and their respective Representatives all defense costs, including attorneys’ fees and expenses, for any third-party claim relating to, or arising out of, this Agreement or any related Transaction Documents.

7.1.           Confidential Information . The Parties shall limit the distribution and disclosure of Confidential Information to their Representatives who have a “need to know” to such information. The Party disclosing the Confidential Information to its Representatives shall ensure that such Representatives adhere to, and comply with, all terms and obligations of confidentiality, use and protection of the Confidential Information as accepted by the Parties under this Agreement.

7.2.           Limitations on Disclosure of Confidential Information . The Parties and their Representatives shall not disclose Confidential Information, or the fact that the Parties entered into this Agreement, unless: (i) the Parties agree in writing that such disclosure is acceptable, (ii) such disclosure is required in connection with the enforcement or protection of a Party’s rights with respect to this Agreement, or (iii) such disclosure is required by law or regulation, governmental or regulatory authority, court order or judicial process; provided , that each Party agrees to give the other Party (to the extent not prohibited by applicable law, regulation, governmental or regulatory authority, court order or judicial process) written notice of any required disclosure and cooperate in obtaining a protective order or similar protection to preserve the confidential nature of the Confidential Information.

7.3.           Public Disclosure . Neither UWH nor QPRC or any Patent Owner shall issue any press release or make any public statement with respect to the existence of this Agreement or the transaction contemplated hereby, except as may be required by applicable law, regulation, governmental, or regulatory authority, judicial process, or court order (in which case the party seeking to issue such press release or make such public statement will, to the extent not prohibited by applicable law, regulation, governmental or regulatory authority, court order, or judicial process, consult the other and obtain the other’s approval, which shall not be unreasonably withheld, before issuing any such press release or otherwise making any such public statement). QPRC and each Patent Owner shall keep this Agreement confidential and not disclose it, or any part of it, or any drafts of it, to third parties, except as may be required by applicable law, regulation, governmental or regulatory authority, judicial process, or court order.

8.1.           Privileged Information . Subject to the provisions of Sections 4.1(d) and 3.6 and 3.7, UWH will not request from QPRC or any Patent Owner, and they are not required to provide to UWH, documents and information protected by the attorney-client privilege. QPRC and each Patent Owner understands and acknowledges that in the event its Representatives provide privileged information to UWH, such disclosure may be deemed waiver of the applicable privilege. In the event that QPRC or any Patent Owner inadvertently provides privileged information to UWH, UWH will return such information to QPRC or such Patent Owner without reviewing the information.

8.2.           Entire Agreement and Amendments . This Agreement and the other Transaction Documents constitute the entire agreement between the Parties with respect to the matters covered herein and supersede all prior agreements, promises, representations, warranties, statements, and understandings with respect to the subject matter hereof as between QPRC, the Patent Owners and UWH. This Agreement may not be amended, altered, or modified except by an amendment or supplement to this Agreement executed by all Parties hereto.

8.3.           Partial Invalidity; Severability . If, at any time, any provision of this Agreement or of the other Transaction Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction shall in any way be affected or impaired.

8.4.           Remedies and Waivers . No failure to exercise, nor any delay in exercising, on the part of UWH, QPRC or any Patent Owner, of any right or remedy under this Agreement or the other Transaction Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. No provision of this Agreement may be waived except in writing signed by the party granting such waiver.

8.5.           Assignment . This Agreement shall inure to the benefit of, and be binding upon the respective successors and assigns of the Parties. Neither QPRC nor any Patent Owner shall assign or delegate its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of UWH, which shall not be unreasonably withheld.

8.6.           Notices . All notices, reports and other communications required or permitted under this Agreement shall be in writing and shall be as provided in the Securities Purchase Agreement.

8.7.           Survival After Termination . The provisions of Sections 1, 2 (with respect to applicable defined terms), Section 3.2 through 3.5, 6, 7, and 8 shall survive the termination of this Agreement.

8.8.           Costs and Expenses . The Parties shall be solely responsible for and bear the costs and expenses, including attorneys’ fees, expenses of accountants, brokers, financial advisors, and other representatives and advisors, each incurs at any time in connection with pursuing, or consummating the transaction contemplated by, this Agreement and the other Transaction Documents.

8.9.           No Presumption against Drafter . This Agreement has been negotiated by the Parties and their respective counsel and will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against a Party.

8.10.         Counterparts . This Agreement may be executed in counterparts which, when read together, shall constitute a single instrument, and this has the same effect as if the signatures on the counterparts were on a single copy hereof. A composite copy of this Agreement may be compiled comprising a single copy of the text of this Agreement and one or more copies of the signature pages containing collectively the signatures of all Parties. A facsimile or an electronic mail signature shall be considered due execution and shall be binding upon the signatories hereto with the same force and effect as if the signature were an original, not a facsimile signature.

8.11.         No Third-Party Beneficiaries . Except as otherwise set forth in Section 6.9, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, it being acknowledged and agreed, for the avoidance of doubt, that Patent Owner’s Attorneys are not third-party beneficiaries of this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties execute this Agreement effective as of the date first set forth above.

Exhibit 99.4

Execution Copy

PATENT PROCEEDS SECURITY AGREEMENT

PATENT PROCEEDS SECURITY AGREEMENT (this “ Security Agreement ”) dated as of October 19, 2015, between Quest Patent Research Corporation , a Delaware corporation (the “ Company ”), Quest Licensing Corporation , a Delaware corporation, Wynn Technologies Inc. , a New York corporation, Mariner IC Inc. , a Texas corporation, Semcon IP Inc. , a Texas corporation, IC Kinetics Inc. , a Texas corporation (each of the foregoing, a “ Pledgor ”), each Pledgor having its principal place of business at 411 Theodore Fremd Avenue, Suite 206S, Rye, New York, 10580, and United Wireless Holdings, Inc. , a Delaware corporation having its principal place of business at 301 Congress Avenue, Suite 1275, Austin, Texas 78701 (the “ Buyer ”).

WHEREAS, the Company and the Buyer are parties to that certain Securities Purchase Agreement dated as of the date hereof (as amended and in effect from time to time, the “ Securities Purchase Agreement ”);

WHEREAS, it is a condition precedent to the Buyer’s purchasing the Notes, Shares and Purchase Option from the Company under the Securities Purchase Agreement that each Pledgor execute and deliver to the Buyer a security agreement in substantially the form hereof;

WHEREAS, the Pledgors have entered into a Monetization Proceeds Agreement, dated of even date herewith (the “Monetization Agreement”); and

WHEREAS, pursuant to the Securities Purchase Agreement and to secure the payment of the Notes thereunder and the other obligations of the Company and the other Pledgors thereunder and under the Note and the other Transaction Documents, each Pledgor has granted to the Buyer a security interest all of its right, title and interest in the patents, described on Schedule A-1 hereto, as and when acquired, and in Pledgor’s other patents and patent applications identified on Schedule A-2 attached hereto (Schedules A-1 and A-2, collectively, “ Schedule A ”);

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided therefor in the Securities Purchase Agreement. In addition, the following terms shall have the meanings set forth in this Section 1 or elsewhere in this Security Agreement referred to below:

(a)             Patent Collateral .  All of each Pledgor’s right, title and interest in and to all of the “Gross Monetization Proceeds” as defined in the Monetization Agreement.

(b)             Patents .  The United States patents and patent applications identified on Schedule A-1 and A-2 attached hereto (as the same may be amended pursuant hereto from time to time) and all patents and patent applications related thereto, and all patents and patent applications claiming benefit, in whole or in part, of any of their filing dates including, but not limited to, extensions, divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and foreign counterparts of any of the foregoing, the inventions disclosed or claimed therein, including the right to make, use, practice and/or sell (or license or otherwise transfer or dispose of) the inventions disclosed or claimed therein, and the right (but not the obligation) to make and prosecute applications for such patents.

(c)             PTO .  The United States Patent and Trademark Office.

(d)             Security Agreement .  This Security Agreement, as amended and in effect from time to time.

Notwithstanding anything to the contrary in the foregoing or on Schedule A hereto, the term “Patent Collateral”, as used herein, shall include rights and interests under licensing agreements pursuant to which a Pledgor is the licensee, and the patents licensed thereunder, only to the extent that the grant of security interest in such rights and interests (as contemplated by this Security Agreement) would not result in a breach of the terms of or constitute a default under any such licensing agreement.

(a)          To secure the payment in full of all of the Notes and the payment in full or due performance of all obligations and covenants of each Pledgor in the Transaction Documents (the “ Obligations ”), each Pledgor hereby grants to the Buyer a continuing security interest in all of the Patent Collateral.

(b)          The security interest in the Patent Collateral created hereby will be junior and subordinate to (the “ Senior Liens ”):

(i)      all existing security interests in the Patent Collateral set forth on Schedule B attached hereto, and

(ii)     any security interests that any Pledgor may in the future grant to secure any Litigation Financing (as defined in the Monetization Proceeds Agreement), limited to the amount of the Pledgor’s obligations under the Litigation Financing.

If requested by the Company, the Buyer agrees to execute a subordination agreement with respect to the security interest created hereby, in form reasonably acceptable to the Buyer, with any person having a Senior Lien.

(c)          The Senior Liens and any other security interest consented to by the Buyer in writing prior to its creation are referred to herein as the “ Permitted Liens .”

(d)          The security interest in the Patent Collateral created hereby will be senior to any other security interest in the Patent Collateral.

(e)          All rights of the Buyer and the security interests granted to the Buyer hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional, irrespective of: (i) any lack of validity or enforceability of the Securities Purchase Agreement, any Note, or any other Transaction Document; (ii) the failure of the Buyer (A) to assert any claim or demand or to enforce any right or remedy against any Pledgor or any other Person under the provisions of the Securities Purchase Agreement, any Note, any other Transaction Document or otherwise, or (B) to exercise any right or remedy against any other guarantor of, or collateral securing, any Obligations; (iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other extension, compromise or renewal of any Obligation; (iv) any reduction, limitation, impairment or termination of any Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations; (v) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Securities Purchase Agreement, any Note or any other Transaction Document; (vi) any addition, exchange, release, surrender or non-perfection of any collateral (including the Patent Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Obligations; or (vii) any other circumstances that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Pledgor, any surety or any guarantor.

Each Pledgor represents warrants and covenants that:

(a)          subject to the last paragraph of Section 1, the Pledgor has the right to enter into this Security Agreement and perform its terms;

(b)          this Security Agreement creates in favor of the Buyer a valid security interest in the Patent Collateral, subordinate only to the Senior Liens, which will be perfected upon making the filings referred to in clause (c) of this Section 3; and

(c)          no authorization, approval or other action by, and no notice to or filing with any governmental or regulatory authority, agency or office is required either (i) for the grant by the Pledgor or the effectiveness of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the Pledgor, or the exercise by the Buyer of any of its rights and remedies hereunder, or (ii) except for the filing of financing statements with Secretary of State for the States of Delaware and New York under the Uniform Commercial Code and the filing of this Security Agreement with the PTO, and except for any filings that may be required in jurisdictions outside the United States, for the perfection of the security interest granted hereby.

Without the Buyer’s prior written consent, except to the extent expressly permitted hereunder or pursuant to the Transaction Documents, no Pledgor will (i) mortgage, pledge, assign, encumber, grant a security interest in, transfer, or alienate any of the Patent Collateral (other than the Permitted Liens) or (ii) enter into any agreement that is inconsistent with the Pledgor’s obligations under this Security Agreement.

(a)           After-acquired Patents.   If, before all of the Notes and other Obligations shall have been finally paid and satisfied or performed in full, any Pledgor shall obtain any right, title or interest in or to, or become entitled to the benefit of, any reissue, division, continuation, renewal, extension, or continuation-in-part of any of the Patent Collateral or any improvement on any of the Patent Collateral, the provisions of this Security Agreement shall automatically apply thereto, and such Pledgor shall promptly give to the Buyer notice thereof in writing and execute and deliver to the Buyer such documents or instruments as the Buyer may reasonably request further to grant a security interest therein to the Buyer; provided, that such notice shall not be required to be delivered by such Pledgor with respect to any such filings that are made by Buyer.

(b)           Amendment to Schedule.   Each Pledgor authorizes the Buyer to modify this Security Agreement, without the necessity of the Pledgor’s further approval or signature, by amending Schedule A hereto to include any future or other Patents described in Section 5(a).

If any Event of Default shall have occurred and be continuing, then upon notice by the Buyer to each Pledgor, the Buyer shall have, in addition to all other rights and remedies given it by this Security Agreement and the Transaction Documents, all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the State of Delaware or New York, and, without limiting the generality of the foregoing, subject to applicable law, the Buyer may immediately, without demand of performance and without other notice (except as set forth below) or demand whatsoever to any Pledgor, all of which are hereby expressly waived, and without advertisement, sell or license at public or private sale or otherwise realize upon the whole or from time to time any part of the Patent Collateral, or any interest which any Pledgor may have therein, and after deducting from the proceeds of sale or other disposition of the Patent Collateral all expenses (including all reasonable expenses for broker’s fees and legal services) related thereto, shall apply the residue of such proceeds toward the payment of the Obligations, whether on account of principal or interest or otherwise as the Buyer, in its sole discretion, may elect. If such proceeds are insufficient to pay the Obligations or any other amounts required by law, the Company shall be liable for any deficiency. Notice of any sale, license or other disposition of any of the Patent Collateral shall be given to the Pledgor of the relevant Patent Collateral at least five (5) Business Days before the time that any intended public sale or other disposition of such Patent Collateral is to be made or after which any private sale or other disposition of such Patent Collateral may be made, which each Pledgor hereby agrees shall be reasonable notice of such public or private sale or other disposition. At any such sale or other disposition, the Buyer may, to the extent permitted under applicable law, purchase or license the whole or any part of the Patent Collateral or interests therein sold, licensed or otherwise disposed of.

If any Event of Default shall have occurred and be continuing, each Pledgor does hereby make, constitute and appoint the Buyer (and any officer or agent of the Buyer as the Buyer may select in its exclusive discretion) as the Pledgor’s true and lawful attorney-in-fact, with the power to endorse the Pledgor’s name on all applications, documents, papers and instruments necessary for the Buyer to use any of the Patent Collateral, to practice, make, use or sell the inventions disclosed or claimed in any of the Patent Collateral, to grant or issue any exclusive or nonexclusive license of any of the Patent Collateral to any third person, or necessary for the Buyer to assign, pledge, convey or otherwise transfer title in or dispose of the Patent Collateral or any part thereof or interest therein to any third person, and, in general, to execute and deliver any instruments or documents and do all other acts which the Pledgor is obligated to execute and do hereunder. This power of attorney shall be irrevocable for the duration of this Security Agreement.

Each Pledgor shall, at any time and from time to time, and at its expense, make, execute, acknowledge and deliver, and file and record as necessary or appropriate with governmental or regulatory authorities, agencies or offices, such agreements, assignments, documents and instruments, and do such other and further acts and things (including, without limitation, obtaining consents of third parties), as the Buyer may reasonably request or as may be necessary in order to implement the provisions of this Security Agreement or to assure and confirm to the Buyer the grant, perfection and priority of the Buyer’s security interest in any of the Patent Collateral.

At such time as all of the Notes have been finally paid and satisfied in full and all other Obligations have been finally paid and satisfied or performed in full, this Security Agreement shall terminate, and the Buyer shall, promptly ,and in any event within five (5) business days of request from a Pledgor, execute and deliver to such Pledgor, at the expense of the Pledgor, all deeds, assignments and other instruments as may be reasonably necessary or proper to reassign and reconvey to and re-vest in the Pledgor the entire right, title and interest to the Patent Collateral previously granted, assigned, transferred and conveyed to the Buyer by the Pledgor pursuant to this Security Agreement, as fully as if this Security Agreement had not been made, subject to any disposition of all or any part thereof which may have been made by the Buyer in accordance herewith.

No course of dealing among the Pledgors and the Buyer, nor any failure to exercise, nor any delay in exercising, on the part of the Buyer, any right, power or privilege hereunder or under the Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Any and all fees, costs and expenses, of whatever kind or nature, including the reasonable attorneys’ fees and legal expenses, incurred by the Buyer in its capacity as secured party in connection with the payment or discharge of any taxes, counsel fees, maintenance fees, encumbrances or otherwise protecting, maintaining or preserving any of the Patent Collateral, or in defending or prosecuting any actions or proceedings arising out of or related to any of the Patent Collateral, shall be borne and paid by the Pledgors, jointly and severally.

THE PLEDGORS, JOINTLY AND SEVERALLY, SHALL INDEMNIFY THE LENDER FOR ANY AND ALL COSTS, EXPENSES, DAMAGES AND CLAIMS, INCLUDING LEGAL FEES (“LOSSES”) INCURRED BY THE LENDER IN ITS CAPACITY AS SECURED PARTY WITH RESPECT TO ANY CLAIM OR CLAIMS BROUGHT BY THIRD PARTIES REGARDING ANY PLEDGOR’S OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR PURPORTED RIGHTS ARISING FROM, ANY OF THE PATENT COLLATERAL OR ANY PRACTICE, USE, LICENSE OR SUBLICENSE THEREOF, OR ANY PRACTICE, MANUFACTURE, USE OR SALE OF ANY OF THE INVENTIONS DISCLOSED OR CLAIMED THEREIN, WHETHER ARISING OUT OF ANY PAST, CURRENT OR FUTURE EVENT, CIRCUMSTANCE, ACT OR OMISSION OR OTHERWISE.

All of the Buyer’s rights and remedies with respect to Events of Default relating to the Patent Collateral, whether established hereby or by the Transaction Documents or by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. This Security Agreement is supplemental to the Transaction Documents, and nothing contained herein shall in any way derogate from any of the rights or remedies of the Buyer contained therein. Nothing contained in this Security Agreement shall be deemed to extend the time of attachment or perfection of or otherwise impair the security interest in any of the Patent Collateral granted to the Buyer under the Transaction Documents.

All notices and other communications made or required to be given pursuant to this Security Agreement shall be made as set forth in Section 9(f) of the Securities Purchase Agreement.

This Security Agreement is subject to modification only by a writing signed by the Buyer and each Pledgor, except as provided in Section 5(b). Neither party shall be deemed to have waived any right hereunder unless such waiver shall be in writing and signed by it. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.

THIS PATENT SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The headings of each section of this Security Agreement are for convenience only and shall not define or limit the provisions thereof. This Security Agreement and all rights and obligations hereunder shall be binding upon each Pledgor and its successors and assigns and shall inure to the benefit of the Buyer and its successors and assigns. In the event of any irreconcilable conflict between the provisions of this Security Agreement and the Transaction Documents, the provisions of the Transaction Documents shall control. If any term of this Security Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Security Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein.

[ Signature page immediately follows. ]

IN WITNESS WHEREOF, this Security Agreement has been executed as of the day and year first above written.

Schedule B

PATENT COLLATERAL PRESENTLY

SUBJECT TO SECURITY INTERESTS

1)      The security interest granted to Intellectual Ventures Assets 16 LLC pursuant to the Patent Sale Agreement dated as of July 8, 2015, as amended, between Intellectual Ventures Assets 16 LLC and the Company.

2)      The security interest granted to Longford Capital Fund I, LP under the Funding Agreement, dated as of March 11, 2014, by and among Longford Capital Fund I, LP, the Company, and Quest Licensing Corporation.

Exhibit 99.5

Execution Copy

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”), dated as of October 22, 2015, made by Quest Patent Research Corporation, a Delaware corporation (“Grantor”), in favor of United Wireless Holdings, Inc., a Delaware corporation (“Buyer”),

W I T N E S S E T H:

WHEREAS, the Grantor, the Subsidiaries (as defined therein) and the Buyer are parties to that certain Securities Purchase Agreement dated as of the date hereof (as amended and in effect from time to time, the “ Securities Purchase Agreement ”); and

WHEREAS, it is a condition precedent to the Buyer’s purchasing the Notes and Shares from the Grantor under the Securities Purchase Agreement that the Pledgor execute and deliver to the Buyer a security agreement in substantially the form hereof;

NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, and in order to induce Buyer to make loans to Grantor pursuant to the Securities Purchase Agreement, Grantor agrees, for the benefit of Buyer, as follows:

ARTICLE I DEFINITIONS

SECTION 1.1 Certain Terms . The following terms (whether or not underscored) when used in this Pledge Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“ Collateral ” is defined in Section 2.1.

“Distributions” is defined in Section 2.1(c).

“Grantor” is defined in the preamble.

“Indemnified Parties” is defined in Section 6.2(a) .

“Investment Property” means “investment property” as defined in the UCC, including, without limitation, all securities, as defined in Article 8-102 of the UCC (whether certificated or uncertificated), security entitlements, securities accounts, commodity contracts, and commodity accounts.

“Buyer” is defined in the first recital.

“Securities Purchase Agreement” is defined in the first recital.

“Pledge Agreement” is defined in the preamble.

“Pledged Interests” is defined in Section 2.1(a).

“Pledged Property” is defined in Section 2.1(b).

“ Pledged Subsidiaries ” is defined in Section 2.1(a).

“Proceeds” means all proceeds (as defined in the UCC) of any or all of the Collateral, including without limitation (i) any and all proceeds of, all claims for, and all rights of each Grantor to receive the return of any premiums for, any insurance, indemnity, warranty or guaranty payable from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority (or any person acting under color of any governmental authority), (iii) all proceeds received or receivable when any or all of the Collateral is sold, exchanged or otherwise disposed, whether voluntarily, involuntarily, in foreclosure or otherwise, (iv) all claims of each Grantor for damages arising out of,, or for breach of or default under, any Collateral, (v) all rights of each Grantor to terminate, amend, supplement, modify or waive performance under any contracts, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, and (vi) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Secured Obligations” is defined in Section 2.2.

“Securities Purchase Agreement” is defined in the first recital.

“Subsidiary” is defined in the Securities Purchase Agreement.

“Transaction Documents” means the Securities Purchase Agreement, this Pledge Agreement and any and all other documents and agreements entered in connection therewith or substitution thereof.

“UCC” means the Uniform Commercial Code, as in effect in the State of New York, as the same shall be amended from time to time; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

SECTION 1.2 Securities Purchase Agreement Definitions. Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Pledge Agreement, including its preamble and recitals, not otherwise defined have the meanings provided in the Securities Purchase Agreement.

SECTION 1.3 UCC Definitions. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Pledge Agreement, including its preamble and recitals, with such meanings .

ARTICLE II SECURITY INTEREST

SECTION 2.1 Grant of Security. Grantor hereby pledges, hypothecates, assigns, charges, mortgages , delivers and transfers to Buyer for its benefit , and hereby grants to Buyer for its benefit, a continuing security interest in all of such Grantor’s right, title and interest, whether now existing or hereafter arising or acquired, in and to the following property (the “ Collateral ”):

(a) all shares of capital stock of each of Mariner IC Inc., Semcon IP Inc., and IC Kinetics Inc., each a Texas corporation (the “ Pledged Subsidiaries ”), representing one hundred percent (100%) of all outstanding equity interests therein; all registrations, certificates, agreements or documents governing or representing any such interests ; all options and other rights , contractual or otherwise, at any time existing with respect to such interests, as such interests are amended, modified, or supplemented from time to time, any interests in the Pledged Subsidiaries, taken in extension or renewal thereof or substitution therefor (the “ Pledged Interests”) , whether or not now or hereafter delivered to Buyer in connection with this Pledge Agreement;

(b) all assignments of any amounts due or to become due with respect to the Pledged Interests, all other instruments which are now being delivered by Grantor to Buyer or may from time to time hereafter be delivered by Grantor to Buyer for the purpose of pledge under this Pledge Agreement or any other Transaction Document, and all Proceeds of any of the foregoing (collectively, together with the Pledged Interests, the “Pledged Property”), and all interest, and other payments and rights with respect to any Pledged Property;

(c) all cash dividends, disbursements or distributions, equity dividends, disbursements or distributions, other distributions, liquidating dividends or distributions, equity interests resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options , non-cash dividends or distributions, mergers , consolidations, and all other distributions or payments (whether similar or dissimilar to the foregoing) on or with respect to, or on account of, any Pledged Interest or other rights or interests constituting Collateral (collectively, “Distributions”);

(d) all present and future rights, claims, remedies and privileges of Grantor pertaining to any of the foregoing; and

(e) all Proceeds, products and profits of any of the foregoing, in each case whether now existing or hereafter arising or acquired.

SECTION 2.2 Security for Obligations. This Pledge Agreement secures the indefeasible payment in full and performance of all obligations of Grantor and each Subsidiary now or hereafter existing under the Securities Purchase Agreement, the Notes and each other Transaction Document, whether for principal of and interest on the Notes (including, without limitation, all interest that accrues after the commencement of any bankruptcy proceeding of the Grantor, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such bankruptcy proceeding), proceeds, payments, costs, fees, expenses or otherwise, and all other obligations of Grantor and each Subsidiary to Buyer pursuant to any of the Transaction Documents, howsoever created, arising or evidenced, whether in connection with the Securities Purchase Agreement, whether direct or indirect, primary or secondary, fixed or absolute or contingent, joint or several, absolute or contingent or now or hereinafter existing or due or to become due, including all renewals, rearrangements, increases, extensions for any period, substitutions, modifications, amendments or supplements in whole or in part of any of the above loan documents, agreements or obligations, and all obligations of Grantor and each Subsidiary, howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, fixed or absolute or contingent, joint or several, or now or hereafter existing under this Pledge Agreement and each other Transaction Document to which it is or may become a party (all such obligations of Grantor and each Subsidiary being the “Secured Obligations”).

SECTION 2.3 Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until the date that is 15 days after the later of (x) the indefeasible payment in full in cash or performance of all Secured Obligations and (y) the termination or expiration of all commitments of Buyer to Grantor and each Subsidiary under all Transaction Documents; (b) be binding upon Grantor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of Buyer and its respective successors, transferees and assigns. On the date that is 15 days after the later of (x) the indefeasible payment in full in cash of all Secured Obligations and (y) the termination or expiration of all commitments of Buyer to Grantor and each Subsidiary under all Transaction Documents, the security interest granted herein shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such payment and termination or expiration, Buyer will, at Grantor’s sole expense, deliver to Grantor, without any representations, warranties or recourse of any kind whatsoever other than representations relating to the absence of any action on the part of Buyer to impair, encumber or otherwise affect the ownership of or rights in the Collateral, all Collateral held by Buyer hereunder, and execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination. If at any time all or any part of any payment theretofore applied by Buyer to any of the Secured Obligations is or must be rescinded or returned by Buyer for any reason whatsoever (including, without limitation, the insolvency, bankruptcy, reorganization or other similar proceeding of Grantor or any other Person), such Secured Obligations shall, for purposes of this Pledge Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by Buyer or any termination agreement or release provided to Grantor, and this Pledge Agreement shall continue to be effective or reinstated, as the case may be, as to such Secured Obligations, all as though such application by Buyer had not been made.

SECTION 2.4 Grantor Remains Liable. Anything herein to the contrary notwithstanding (a) Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements, to the same extent as if this Pledge Agreement had not been executed; (b) the exercise by Buyer of any of its rights hereunder shall not release Grantor from any of its duties or obligations under any contracts and agreements included in the Collateral; and (c) Buyer shall not have any obligation or liability under any such contracts or agreements included in the Collateral by reason of this Pledge Agreement, nor shall Buyer be obligated to perform any of the obligations or duties of Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

SECTION 2.5 Delivery of Pledged Property.

(a) All certificates or instruments representing or evidencing any Collateral, including all Pledged Interests which are certificated, shall be delivered to and held by or on behalf of Buyer pursuant hereto, shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary indorsements or instruments of transfer or assignment, duly executed in blank.

(b) To the extent any of the Collateral constitutes an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) or a “security entitlement” (as defined in Section 8-102(a)(l7) of the UCC), Grantor shall take and cause the appropriate Person (including any issuer, entitlement holder or securities intermediary thereof) to take all actions necessary to grant “control” (as defined in 8-106 of the UCC) to Buyer over such Collateral.

SECTION 2.6 Distributions on Pledged Interests. In the event that any Distribution with respect to any Pledged Interests pledged hereunder is permitted to be paid (in accordance with the Transaction Documents), such Distribution or payment may be paid directly to Grantor if and for so long as an Event of Default has occurred and is continuing pursuant to the Notes. As long as no Event of Default has occurred and is continuing under the Notes, all such payment may be made to Grantor, except as provided in the second sentence of Section 4.10(e). If any Distribution is made in contravention of the Transaction Documents, Grantor shall hold the same segregated and in trust for Buyer until paid to Buyer in accordance with the Transaction Documents.

SECTION 2.7 Security Interest Absolute. All rights of Buyer and the security interests granted to Buyer hereunder, and all obligations of Grantor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of the Securities Purchase Agreement, any note, or any other Transaction Document; (b) the failure of Buyer (i) to assert any claim or demand or to enforce any right or remedy against Grantor, any Subsidiary or any other Person under the provisions of the Securities Purchase Agreement, any note, any other Transaction Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or Collateral securing, any Secured Obligations of Grantor or any Subsidiary; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation of Grantor or any Subsidiary; (d) any reduction, limitation, impairment or termination of any Secured Obligations of Grantor or any Subsidiary for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Grantor hereby waives, to the extent permitted by law, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of Grantor, any Subsidiary or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Securities Purchase Agreement, any note or any other Transaction Document; (f) any addition, exchange, release, surrender or non-perfection of any Collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Grantor, any Subsidiary, any surety or any guarantor.

ARTICLE III REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants unto Buyer as set forth in this Article.

SECTION 3.1 Principal Place of Business : Name. The place of business of Grantor or, if Grantor has more than one place of business, the chief executive officer of Grantor and the office where Grantor keeps its records, is set forth on Schedule I . Since June 7, 2007, Grantor has not been known by any legal name different from the one set forth on the signature page hereto , nor has Grantor been the subject of any merger or other corporate reorganization.

SECTION 3.2 Authority. Grantor has the power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the liens on the Collateral pursuant to this Pledge Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and grant of the liens on the Collateral pursuant to, this Pledge Agreement;

SECTION 3.3 Enforceability . This Agreement constitutes a legal, valid and binding obligation of Grantor, enforceable against Grantor in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally and subject, and subject to any remedies in the nature of equitable relief being in the discretion of the court.

SECTION 3.4 Consents . No approval, consent, compliance, exemption, authorization or other action by or notice to, or filing with, any governmental authority or any other person, and no lapse of a waiting period under any requirement of law, is necessary or required in connection with the execution, delivery, performance, validity or enforceability (including the grant of the liens on the Collateral) of this Pledge Agreement except to the extent that a filing under the UCC may be required to perfect the lien granted pursuant to this Pledge Agreement.

SECTION 3.5 Ownership . Grantor is the legal and beneficial owner of, and has good and valid title to (and has full right and authority to assign and pledge) the Pledged Interests and the other Collateral free and clear of any lien, security interest, charge or encumbrance except for the security interest created by this Pledge Agreement.

SECTION 3.6 No Other Liens . No security agreement, financing statement or continuation statement covering all or part of the Collateral is on file or record in any public office where filing would be appropriate under the UCC, except such as may have been or will be filed in favor of Buyer pursuant to this Pledge Agreement. As of the date of this Pledge Agreement, upon the delivery of certificates representing the Pledged Interests, the lien granted pursuant to this Pledge Agreement in the Collateral will constitute a valid, perfected first p riority lien on the Collateral, prior to all other liens, which will be enforceable as such as against all creditors of Grantor and any persons purporting to purchase any Collateral from Grantor, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally. All action necessary or desirable to perfect such lien in each item of the Collateral requested by Buyer has been or will be duly taken.

SECTION 3.7 As to the Pledged Interests .

(a) With respect to the Pledged Interests, all such Pledged Interests are duly authorized and validly issued, fully paid and non-assessable, and all certificates evidencing such Pledged Interests have been duly and validly issued.

(b) Grantor has delivered all Certificated Securities constituting Collateral held by Grantor on the date hereof to Buyer, together with duly executed undated blank stock powers.

(c) The percentage of the issued and outstanding Pledged Interests of the Pledged Subsidiary pledged by Grantor hereunder is one hundred percent (100%) of the total equity capital of the Pledged Subsidiary, and there are no other equity holders of the Pledged Subsidiary other than Grantor .

(d) No Pledged Subsidiary has any outstanding rights, rights to subscribe, options, warrants or convertible securities outstanding or any other rights outstanding whereby any Person would be entitled to acquire shares of stock or other equity interests in the Pledged Subsidiary.

(e) Grantor has delivered to Buyer complete and correct copies of the organizational documents of the Pledged Subsidiary since inception to date. There are no restrictions on transfer in the organizational documents of the Pledged Subsidiary governing any Pledged Interests or any other agreement related to the Collateral which would limit or restrict (i) the grant of a security interest in the Pledged Interests, (ii) the perfection of such security interest, (iii) the exercise of remedies in respect of such perfected security interest in the Pledged Interests, or (iv) the transfer of the Pledged Interests as contemplated by this Pledge Agreement.

ARTICLE IV COVENANTS

SECTION 4.1 A deviation from the provisions of this Article IV shall not constitute a Default under this Pledge Agreement if such deviation is consented to in writing (in the manner provided in the Securities Purchase Agreement) in advance by Buyer. Debtor will at all times comply in all material respects with the covenants contained in this Article IV , from the date hereof and for so long as any part of the Secured Obligations or the commitment of Buyer to make loans under the Transaction Documents is outstanding.

SECTION 4.2 Further Assurances.

(a) Grantor agrees that from time to time, at its sole cost and expense, Grantor will promptly execute and deliver all instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Buyer may reasonably request, in order to perfect, maintain and protect any pledge, assignment, or security interest granted, intended or purported to be granted hereby or to enable Buyer to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing , Grantor (A) at the request of Buyer, shall execute such instruments , endorsements or notices, as may be reasonably necessary or desirable or as Buyer may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby, (B) shall, at the reasonable request of Buyer during the existence of an Event of Default, mark conspicuously each material document included in the Collateral, each chattel paper included in the accounts, and each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to Buyer, including that such document, chattel paper, or record is subject to the pledge, assignment, and security interest granted hereby, (C) shall, if any Collateral shall be evidenced by a promissory note, negotiable instrument or other instrument or chattel paper, deliver and pledge to Buyer hereunder such note or instrument or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Buyer, (D) shall, at Buyer’s reasonable request, take any actions reasonably requested by Buyer to enable Buyer (to the extent applicable law permits the same) to obtain “control” (within the meaning of Section 9-104, 9-105, 9-106, or 9-107, as applicable, of the UCC) with respect to any Collateral with any applicable control agreement or arrangement to be in form and substance satisfactory to Buyer, and (E) until such time as an Event of Default shall have occurred and be continuing and Buyer shall have notified Grantor of the revocation of such power and authority, Grantor (i) will, to the extent commercially reasonable in light of its financial condition at the time, at its own expense, endeavor to collect, as and when due , all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as Buyer may reasonably request or, in the absence of such request, as Grantor may deem advisable, and (ii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral , any rebate , refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. Buyer may, at any time after an Event of Default has occurred and for so long as the Event of Default is continuing, (i) notify any parties obligated on any of the Collateral to make payment to Buyer of any amounts due or to become due thereunder and (ii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby; (F) after the occurrence and during the continuation of an Event of Default, Buyer is authorized to endorse, in the name of Grantor, any item, howsoever received by Buyer , representing any payment on or other proceeds of any of the Collateral; and (G) file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, U.S.C. §3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or prudent, or as Buyer may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted hereby; (H) furnish to Buyer, from time to time at Buyer’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Buyer may reasonably request, all in reasonable detail; and (I) upon the acquisition after the date hereof by Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to such Collateral or any part thereof as may be required to grant or perfect a security interest therein to Buyer.

(b) Grantor shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all other reasonable expenses incident to the execution and acknowledgment of this Pledge Agreement, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution and delivery of this Pledge Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance.

(c) Grantor shall promptly provide to Buyer all information and evidence Buyer may reasonably request concerning the Collateral to enable Buyer to enforce the provisions of this Pledge Agreement.

SECTION 4.3 Change of Name; Jurisdiction of Formation. Grantor shall give Buyer at least 30 days’ prior written notice before it (i) changes the location of its jurisdiction of formation or organization or (ii) uses a trade name other than its current name used on the date hereof. Other than as permitted by the Transaction Documents, Grantor shall not amend, supplement, modify or restate its articles or certificate of incorporation, bylaws, or other equivalent organizational documents, nor amend its name without the prior written consent of Buyer.

SECTION 4.4 Right of Inspection . Grantor shall hold and preserve, at its own cost and expense, satisfactory and complete records of the Collateral and will permit representatives of Buyer, upon reasonable advance notice, at any time during normal business hours to inspect and copy them. At Buyer’s request to Grantor, Grantor shall promptly deliver copies of any and all such records to Buyer.

SECTION 4.5 Negotiable Instruments . If Grantor shall at any time hold or acquire any negotiable instruments that are part of the Collateral, including promissory notes, Grantor shall forthwith endorse, assign and deliver the same to Buyer, accompanied by such instruments of transfer or assignment duly executed in blank as Buyer may from time to time reasonably request. Notwithstanding the foregoing, as long no Event of Default has occurred and is continuing, any and all payments made with respect to such negotiable instruments shall be paid to Grantor.

SECTION 4.6 Other Covenants of Grantor. Grantor agrees that (i) any action or proceeding to enforce Buyer’s rights against the Collateral pursuant to this Pledge Agreement may be taken by Buyer either in such Grantor’s name or in Buyer’s name, as Buyer may deem necessary, and (ii) Grantor will, until the indefeasible payment in full in cash of the Secured Obligations and the termination of the Transaction Document s, warrant and defend its title to the Collateral pledged by it hereunder, and the interest of Buyer in the Collateral against any claim or demand of any persons which could reasonably be expected to materially adversely affect Grantor’s title to, or Buyer’s right or interest in, such Collateral.

SECTION 4.7 Transfers and Other Liens. Grantor shall not: (a) sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral; or (b) create or suffer to exist any lien or other charge or encumbrance upon or with respect to any of the Collateral to secure indebtedness of any Person or entity, except for the security interest created by this Pledge Agreement.

SECTION 4.8 Compromise of Collateral. Grantor will not adjust, settle or compromise any claim relating to the Collateral or Grantor’s title therein without the prior written consent of Buyer.

SECTION 4.9 Expenses. Except as provided in the Securities Purchase Agreement, Grantor agrees to pay to Buyer all advances, charges, costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by Buyer in connection with the transaction which gives rise to this Pledge Agreement, in connection with confirming, perfecting and preserving the security interest created under this Pledge Agreement, in connection with protecting Buyers against the claims or interests of any Person against the Collateral, and in exercising any right, power or remedy conferred by this Pledge Agreement or by law or in equity (including, but not limited to, reasonable attorneys’ fees and legal expenses incurred by Buyer in the collection of instruments deposited with or purchased by Buyer and amounts incurred in connection with the operation, maintenance or foreclosure of any or all of the Collateral). The amount of all such advances, charges, costs and expenses shall be due and payable by Grantor to Buyer thirty (30) days after invoice or demand by Buyer together with interest thereon from the due date at the interest rate applicable to the Notes.

SECTION 4.10 As to Investment Property. Grantor hereby covenants and agrees as follows:

(a) Organizational Documents of Subsidiary. Grantor will not vote or take any other action (as stockholder or otherwise) to amend or terminate any organizational document of the Pledged Subsidiary in any way that (i) changes the rights of Grantor with respect to any Pledged Property or other Collateral or (ii) adversely affects the validity, perfection or priority of Buyer’s security interest.

(b) Ownership of the Pledged Subsidiary . Grantor shall not allow or permit the Pledged Subsidiary to issue any stock or other equity interest in addition to or in substitution for the Pledged Interests pledged hereunder, except for additional stock issued to Grantor; provided that (i) such stock is immediately pledged and delivered to Buyer, together with stock powers duly endorsed in blank, with Medallion program signature guaranties, and (ii) Grantor delivers a supplement or amendment to this Pledge Agreement identifying such stock as Pledged Property. Grantor shall not permit the Pledged Subsidiary to issue any stock, warrants, options, contracts or other commitments or other securities that are convertible to any of the foregoing or that entitle any person to purchase any of the foregoing, and except for this Pledge Agreement or any other Transaction Document shall not, and shall not permit the Pledged Subsidiary to, enter into any agreement creating any restriction or condition upon the transfer, voting or control of any Pledged Property.

(c) Certificated Securities (Stock Powers) . Grantor agrees that all Certificated Securities constituting Collateral) delivered by Grantor pursuant to this Pledge Agreement will be accompanied by duly endorsed undated blank stock powers, with Medallion program signature guaranties, or other equivalent instruments of transfer acceptable to Buyer. Grantor will, from time to time upon the request of Buyer, promptly deliver to Buyer such stock powers, instruments and similar documents, satisfactory in form and substance to Buyer, with respect to the Collateral as Buyer may reasonably request. Upon the occurrence of an Event of Default, Buyer will have the right, without notice to Grantor, to transfer all or any portion of the Collateral to its name or the name of its nominee or agent solely for the purpose of enforcing its rights set forth in this Agreement.

(d) Continuous Pledge. Subject to Section 4.10(e), if Grantor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Pledged Property, Distributions, or Proceeds in respect of any of the foregoing Collateral, Grantor shall accept the same as Buyer’s agent, hold the same in trust for Buyer and, unless permitted to be distributed to Grantor pursuant to the Transaction Documents, deliver the same forthwith to Buyer in the exact form received. In case any distribution of capital shall be made on or in respect of the Collateral or any property shall be distributed upon or with respect to the Collateral pursuant to the recapitalization or reclassification of the capital of the Pledged Subsidiary, or pursuant to the reorganization of the Pledged Subsidiary, the property so distributed shall be delivered to Buyer to be held by it as additional Collateral securing the Secured Obligations subject to the terms hereof.

(e) Voting Rights; Dividends. etc.

(i) So long as no Event of Default has occurred and is continuing:

(A) Except as otherwise provided in the Transaction Documents, Grantor will be entitled to exercise or refrain from exercising any and all voting and other consensual rights (whether as a stockholder or otherwise) pertaining to the Pledged Property and all other incidental rights of ownership with respect to the Collateral for any purpose not inconsistent with the terms of the Transaction Documents or materially and adversely affecting the rights inuring to a holder of the Collateral or the rights and remedies of Buyer under this Pledge Agreement or any other Transaction Document or Buyer’s ability to exercise the same;

(B) If requested by Grantor, Buyer will execute and deliver to Grantor all proxies and other instruments as Grantor may from time to time reasonably request to enable Grantor to exercise the voting and other consensual rights (whether as a stockholder or otherwise) pertaining to the Pledged Property and all other incidental rights of ownership with respect to the Collateral when and to the extent that it is entitled to exercise the same under clause (A) above or to receive the cash Distributions that it is entitled to receive pursuant to clause (C) below; and

(C) Grantor will be entitled to receive, retain and/or expend, dividend or distribute any and all cash Distributions paid on the Pledged Property to the extent and only to the extent that such cash Distributions are not expressly prohibited by, and are otherwise paid in accordance with, the terms and conditions of the Monetization Proceeds Agreement and the other Transaction Documents and applicable laws. All non-cash Distributions and all Distributions paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, or resulting from a subdivision, combination or reclassification of the Pledged Interests of the Pledged Subsidiary or received in exchange for Pledged Property or any part thereof, or in redemption thereof, or as part of any merger, consolidation, acquisition or other exchange of assets to which the Pledged Subsidiary may be a party or otherwise, will be and become additional Collateral securing the Secured Obligations subject to the terms hereof.

(ii) Upon the occurrence and during the continuance of an Event of Default:

(A) All rights of Grantor to exercise or refrain from exercising the voting and other consensual rights (whether as a stockholder or otherwise) pertaining to the Pledged Property and all other incidental rights of ownership with respect to the Collateral that Grantor would otherwise be entitled to exercise pursuant hereto will cease and all such rights will thereupon become vested in Buyer who will thereupon have the sole right to exercise such voting and other consensual rights (whether as a as a stockholder or otherwise);

(B) In order to facilitate Buyer’s exercise of the voting and other consensual rights that it may be entitled to exercise hereunder and to receive all Distributions, GRANTOR HEREBY GRANTS BUYER AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL THE TERMINATION DATE OF THIS SECURITY AGREEMENT) EXERCISABLE DURING THE CONTINUATION OF AN EVENT OF DEFAULT, TO VOTE THE PLEDGED INTERESTS, AND SUCH OTHER COLLATERAL; AND Grantor will promptly execute and deliver all proxies, payment orders or other instruments as Buyer may reasonably request and Grantor acknowledges that Buyer may utilize the power of attorney set forth herein; and

(C) All rights of Grantor to Distributions that Grantor is authorized to receive pursuant to Section 4.10(e)(i)(C) above will cease, and all such rights will thereupon become vested in Buyer, which will have the sole and exclusive right and authority to receive and retain such Distributions.

ARTICLE V RIGHTS, REMEDIES AND DEFAULT

SECTION 5.1 Events of Default. An “Event of Default” under this Pledge Agreement shall occur upon (a) any breach of Section 3.5, Sections 3.7(d), Section 3.7(e), Section 4.7 or Section 4.10 of this Pledge Agreement, which breach remains uncured after 7 days written notice to Grantor setting forth in reasonable detail the nature of the breach (provided, that no such cure period or a shorter cure period elected by Buyer shall apply upon the occurrence of any such breach which materially impairs Buyer’s security interest in the Collateral and/or is not curable or reasonably likely to be cured within such cure period); (b) any material breach of the other provisions of this Pledge Agreement, which breach remains uncured after 30 days written notice to Grantor setting forth the nature of the breach; and (c) the occurrence of any Event of Default as defined in the Notes or any default or event of default under the other Transaction Documents that provides for events of default, subject to any notice and cure periods contained therein.

SECTION 5.2 With Respect to Collateral. Buyer is hereby fully authorized and empowered (without the necessity of any further consent or authorization from Grantor) and the right is expressly granted to Buyer, and Grantor hereby constitutes, appoints and makes Buyer as Grantor’s true and lawful attorney-in-fact and agent for Grantor and in Grantor’s name, place and stead with full power of substitution, in Buyer’s name or Grantor’s name or otherwise, for Buyer’s sole use and benefit, but at Grantor’s cost and expense, to exercise, without notice, all or any of the following powers at any time following the occurrence and during the continuation of an Event of Default hereunder, in addition to the rights set forth in Section 4.8(e)(ii) above and any other rights and remedies of Buyer, with respect to all or any of the Collateral:

(a) notify obligors on the Collateral to make and deliver payment to Buyer;

(b) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due with respect to the Collateral and otherwise deal with Proceeds;

(c) to receive, take, endorse, assign and deliver any and all checks, notes, drafts, documents and other negotiable and non-negotiable instruments and chattel paper taken or received by Buyer in connection therewith, in Grantor’s name or its own name or otherwise;

(d) to file any claim or to take other action or proceeding in any court of law or equity or otherwise, or settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto;

(e) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof or the relative goods, as fully and effectively as if Buyer were the absolute owner thereof;

(f) to extend the time of payment of any or all thereof and to grant waivers and make any allowance or other adjustment with reference thereto; and

(g) to act as the sole stockholder of the Pledged Subsidiary and to take all of the foregoing actions with respect to the Pledged Subsidiary with respect to any and all assets , claims, rights and other properties of the Pledged Subsidiary;

provided, however, that Buyer shall be accountable only for amounts it actually receives as a result of the exercise of such powers and Buyer shall be under no obligation or duty to exercise any of the powers hereby conferred upon it and shall be without liability for any act or failure to act in connection with the collection of, or the preservation of any rights under, any Collateral.

SECTION 5.3 Certain Remedies . If, and for as long as, any Event of Default shall have occurred and be continuing:

(a) Buyer may exercise in respect of the Collateral , in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC and also may (i) require Grantor to, and Grantor hereby agrees that it will, at its expense and upon reasonable request of Buyer forthwith, assemble all or part of the Collateral as directed by Buyer and make it available to Buyer at a place to be designated by Buyer that is reasonably convenient to both parties and (ii) without notice except as specified below or, if notice cannot be waived under the UCC, as required to be provided by the UCC, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Buyer ’ s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Buyer may deem commercially reasonable; provided, that any sale of Collateral which constitutes securities, as defined by the federal securities laws, shall be made in compliance with applicable federal and state securities laws. Grantor agrees that, to the extent notice of sale or disposition shall be required by law, at least ten (10) days’ prior notice to Grantor of the time and place of any public sale or disposition or the time after which any private sale or disposition is to be made shall constitute reasonable notification ; provided , however, that with respect to Collateral that is (A) perishable or threatens to decline speedily in value , or (B) is of a type customarily sold on a recognized market (including but not limited to, Investment Property) , no notice of sale or disposition need be given . For purposes of this Article V, notice of any intended sale or disposition of any Collateral may be given by in the manner set forth in the Securities Purchase Agreement. Buyer shall not be obligated to make any sale of Collateral regardless of notice of sale or disposition having been given. Buyer may adjourn any public or private sale or disposition from time to time by announcement at the time and place fixed therefore, and such sale or disposition may, without further notice , be made at the time and place to which it was so adjourned.

(b) Grantor recognizes that Buyer may be unable to effect a public sale of the Pledged Interests by reason of certain prohibitions contained in the United States federal securities laws and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchases which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Grantor than if such sale were a public sale and agrees that such circumstances shall not, in and of themselves result in a determination that such sale was not made in a commercially reasonable manner. Buyer shall be under no obligation to delay a sale of any of the Pledged Interests for the time period necessary to permit the Pledged Subsidiary to register such securities for public sale under applicable securities laws, even if the Pledged Subsidiary agreed to do so. Grantor further agrees to use its reasonable efforts to do or cause to be done all such other acts as may be necessary to make any sale or sales of all or a portion of the Pledged Interests pursuant to this Pledge Agreement valid and binding and in compliance with the organizational documents of the Pledged Subsidiary and any other applicable law, statute, rule or regulation or other determination of any court, board, commission, agency or instrumentality of the federal or state government or of any municipality or any agency.

(c) All amounts received as a result of the exercise of remedies under this Pledge Agreement or under applicable law shall be applied upon receipt to the Secured Obligations as set forth in the Transaction Documents.

(d) Buyer may do any or all of the following: (i) transfer all or any part of the Collateral into the name of Buyer or its nominee, with or without disclosing that such Collateral is subject to the Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to Buyer of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in Grantor’s name to allow collection of the Collateral, (v) take control of any Proceeds of the Collateral, (vi) execute (in the name, place and stead of Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral, or (vii) act as the sole stockholder of the Pledged Subsidiary and to take all of the foregoing actions with respect to the Pledged Subsidiary with respect to any and all assets, claims, rights and other properties of the Pledged Subsidiary.

SECTION 5.4 Indemnitv and Expenses.

(a) Without limiting the generality of the provisions of the Transaction Documents, Grantor indemnifies and holds harmless Buyer and each of its respective officers, directors, employees and agents (the “Indemnified Parties”) from and against any and all claims, losses and liabilities arising out of or resulting from this Pledge Agreement or any other Transaction Document (including, without limitation, enforcement of this Pledge Agreement), except claims, losses or liabilities resulting from any Indemnified Party’s bad faith, gross negligence, willful misconduct or unlawful acts. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the foregoing which is permissible under applicable law.

(b) Grantor will upon demand pay to Buyer and any local counsel (which shall be limited to one firm in any jurisdiction) the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which Buyer and any local counsel may incur in connection herewith, including without limitation in connection with (i) the administration of this Pledge Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of Buyer and any local counsel or any of Buyer Parties hereunder or (iv) the failure by Grantor to perform or observe any of the provisions hereof.

SECTION 5.5 Warranties. Buyer may sell the Collateral without g1vmg any warranties or representations as to the Collateral. Buyer may disclaim any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

ARTICLE VI MISCELLANEOUS PROVISIONS

SECTION 6.1 Amendments; Releases; etc . No amendment to or waiver of any provision of this Pledge Agreement nor consent to any departure by Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Buyer, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 6.2 Notices . All notices and other communications provided for hereunder shall be in writing (including by facsimile transmission or email) and mailed, faxed or delivered, to the address, facsimile number or email address specified for notices at the address or facsimile number or email address below its signature or as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile or email, shall be deemed given when transmitted and a receipt, demonstrating successful transmission, is received by the sender. [conform to SPA].

SECTION 6.3 Headings . Article and Section headings used herein are for convenience of reference only, are not part of this Pledge Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Pledge Agreement.

SECTION 6.4 Severability . Any provision of this Pledge Agreement to which Grantor is a party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 6.5 Execution in Counterparts, Effectiveness, etc. This Pledge Agreement may be transmitted and/or signed by facsimile or other electronic transmission. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on all Parties. Buyer may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided , however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile or electronically transmitted document or signature. This Pledge Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Pledge Agreement shall become effective when counterparts hereof executed on behalf of Grantor and Buyer shall have been received by Buyer or its representative.

SECTION 6.6 Governing Law, Entire Agreement . This Pledge Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such state (without giving effect to the principles thereof relating to conflict of law), except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular collateral are governed by the laws of a jurisdiction other than the State of New York. This Pledge Agreement and the other Transaction Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

SECTION 6.7 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SECURITY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF BUYER PARTIES OR GRANTOR SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED , HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT BUYER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH PROPERTY MAY BE FOUND. GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. GRANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR OUTSIDE OF THE STATE OF NEW YORK. GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT GRANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, GRANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS SECURITY AGREEMENT.

SECTION 6.8 Filing as a Financing Statement . At the option of Buyer, this Pledge Agreement, or a carbon, photographic or other reproduction of this Pledge Agreement or of any Uniform Commercial Code financing statement, continuations and amendments thereto, covering all of the Collateral or any portion thereof shall be sufficient as a Uniform Commercial Code financing statement and may be filed as such without the signature of Grantor where and to the full extent permitted by applicable law.

[SIGNATURES PAGE FOLLOWS IMMEDIATELY]

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

The undersigned Pledged Subsidiaries hereby consent to the foregoing Pledge and Security Agreement

Schedule I

Grantor’ assets – Rye, New York 

Quest Patent Research Corporation.

a Delaware corporation

ID No.: 2132451

Executive Offices Address:

411 Theodore Fremd Avenue, Suite 206S

Rye, New York, 10580

Chief Executive Officer: Jon Scahill

Foreign Corporation Qualification Numbers: None

Exhibit 99.6

       Execution Copy

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of October 22, 2015, by and among Quest Patent Research Corporation, a Delaware corporation, with headquarters located at 411 Theodore Fremd Avenue, Suite 206S, Rye, New York, 10580 (the “ Company ”), and United Wireless Holdings, Inc., a Delaware corporation, with headquarters located at 301 Congress Avenue, Suite 1275, Austin, Texas 78701 (“ Buyer ”).

WHEREAS:

A.             In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “ Securities Purchase Agreement ”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to Buyer (i) secured convertible notes of the Company (the “ Notes ”), which will, among other things, upon a Conversion Eligible Event of Default (as defined in the Note), be convertible into the Company's common stock, par value $0.00003 per share (the “ Common Stock ”) (as converted, collectively, the “ Conversion Shares ”) and (ii) 50,000,000 shares of Common Stock (the “ Shares ”), and (iii) a Purchase Option exercisable to purchase up to 50,000,000 additional shares of Common Stock (the “ Purchase Option Shares ”) in accordance with the terms of the Purchase Option.

B.             In accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “ 1933 Act ”), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1.           DEFINITIONS.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

(a)             “ Additional Effective Date ” means the date the Additional Registration Statement is declared effective by the SEC.

(b)             “ Additional Effectiveness Deadline ” means (i) in the event that the Additional Registration Statement is not subject to a review by the SEC, the date which is ten (10) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review by the SEC, ninety (90) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline.

(c)             “ Additional Filing Da te” means the date on which the Additional Registration Statement is filed with the SEC.

(d)             “ Additional Filing Deadline ” means if Cutback Shares are required to be included in any Additional Registration Statement, the later of (i) the date forty five (45) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold; provided, however, that if such date occurs at a time when the Company is not able to file an Additional Registration Statement because of its inability due to SEC requirements to file with financial statements for the nine months ended September 30, the Additional Filing Deadline shall mean the third Business Day following the earlier of the date on which the Company files or the date on which it is required to file (without any extensions) its Form 10-K Annual Report for the applicable year; and (ii) the date six (6) months from the Initial Effective Date or the most recent Additional Effective Date, as applicable. With respect to the Registrable Conversion Securities, the Additional Filing Deadline shall be determined pursuant to Section 2(b)(ii).

(e)             “ Additional Registrable Securities ” means, (i) any Cutback Shares not previously included on a Registration Statement, (ii) the Registrable Conversion Shares from and after the date the holders request registration of the Registrable Conversion Shares and as to the number of Registrable Conversion Shares for which registration has been requested, and (ii) any capital stock of the Company issued or issuable with respect to the such shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise pursuant to Rule 416 of the SEC pursuant to the 1933 Act.

(f)             “ Additional Registration Statement ” means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

(g)             “ Additional Required Registration Amount ” means (I) any Cutback Shares not previously included on a Registration Statement, all subject to adjustment as provided in Section 2(e) or (II) such other amount as may be required by the staff of the SEC pursuant to Rule 415, in each case without regard to any limitations on conversion, amortization and/or redemption of the Notes or exercise of the Purchase Option.

(h)             “ Business Day ” means any day other than Saturday, Sunday or any other day on which either commercial banks in the City of New York are authorized or required by law to remain closed or the New York Stock Exchange, Inc. is not open for a full business day.

(i)             “ Buyer ” means the Buyer and any transferees or assignees thereof to whom Buyer assigns all or part of its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferees or assignees thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

(j)             “ Cutback Shares ” means any of the Initial Required Registration Amount or the Additional Required Registration Amount (without regard to clause (II) in the definition thereof) of Registrable Securities not included in all Registration Statements previously declared effective hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback Shares, in order to determine any applicable Required Registration Amount, unless a Buyer gives written notice to the Company to the contrary with respect to the allocation of its Cutback Shares, first the Conversion Shares shall be excluded on a pro rata basis until all of the Conversion Shares have been excluded, second the Purchase Option Shares shall be excluded on a pro rata basis until all of the Purchase Option Shares have been excluded, and thereafter the Shares shall be excluded on a pro rata basis.

(k)             “ Effective Date ” means the Initial Effective Date and the Additional Effective Date, as applicable.

(l)              “ Effectiveness Deadline ” means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.

(m)            “ Eligible Market ” means the Principal Market, or any exchange or market that is operated by The New York Stock Exchange, Inc., NASDAQ, or OTC Markets or other similar over-the-counter markets.

(n)             “ Filing Deadline ” means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.

(o)             “ Initial Closing Date ” shall have the meaning set forth in the Securities Purchase Agreement.

(p)             “ Initial Effective Date ” means the date that the Initial Registration Statement has been declared effective by the SEC.

(q)             “ Initial Effectiveness Deadline ” means the date which is (i) in the event that the Initial Registration Statement is not subject to a full review by the SEC, one hundred twenty (120) calendar days after the Initial Closing Date or (ii) in the event that the Initial Registration Statement is subject to a full review by the SEC, one hundred eighty (180) calendar days after the Initial Closing Date. A review by the SEC shall be deemed to be a full review unless the SEC expressly advised the Company or its counsel that the review is less than a full review.

(r)              “ Initial Filing Date ” means the date on which the Initial Registration Statement is filed with the SEC.

(s)             “ Initial Filing Deadline ” means the date which is sixty (60) calendar days after the Initial Closing Date.

(t)              “ Initial Registrable Securities ” means (i) the Shares and (ii) the Purchase Option Shares issued or issuable upon exercise of the Purchase Option and (iii) any capital stock of the Company issued or issuable with respect to the Shares or the Purchase Option Shares, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, pursuant to Rule 416 of the SEC pursuant to the 1933 Act or exercise of the Purchase Option.

(u)             “ Initial Registration Statement ” means a registration statement or registration statements of the Company filed under the 1933 Act covering the Initial Registrable Securities.

(v)             “ Initial Required Registration Amount ” means (i) the Shares and (ii) the Purchase Option Shares issued and issuable pursuant to the Purchase Option, subject to adjustment for stock splits, stock dividends, reclassifications, reorganizations, recapitalizations, combinations, reverse stock splits or other similar events pursuant to Rule 416. Notwithstanding the foregoing, the Initial Required Registration Amount shall be reduced to such maximum lesser amount as may be required by the staff of the SEC (x) pursuant to Rule 415 or (y) pursuant to the SEC's rules regarding shares allowed to be registered, with any cutback applied pro rata to all Buyers, in each case without regard to any limitations on conversion, amortization and/or redemption of the Notes or exercise of the Purchase Option; provided, that in no event (other than pursuant to clause (x) above) shall the Initial Required Registration Amount be less than, nor shall the Company be relieved from registering an Initial Required Registration Amount of at least, 100% of the sum of (i) the Shares and (ii) the Purchase Option Shares issued and issuable pursuant to the Purchase Option.

(w)            “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(x)              “ Principal Market ” has the meaning ascribed thereto in the Notes.

(y)             “ register ,” “ registered ,” and “ registration ” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

(z)              “ Registrable Conversion Securities ” means the shares of Common Stock issuable upon conversion of outstanding Notes.

(aa)             “Registrable Securities ” means the Initial Registrable Securities and the Additional Registrable Securities.

(bb)           “ Registration Statement ” means the Initial Registration Statement and the Additional Registration Statement, as applicable.

(cc)            “ Required Holders ” means the holders of at least a majority of the Registrable Securities (other than Conversion Shares) after giving effect to the exercise of the Purchase Option in full.

(dd)            “ Required Registration Amount ” means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable.

(ee)            “ Rule 415 ” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis.

(ff)             “ SEC ” means the United States Securities and Exchange Commission.

(gg)           “ Trading Day ” means any day on which the Common Stock is traded on the Principal Market; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

2.           REGISTRATION.

(a)            Initial Mandatory Registration .  The Company shall prepare, and, as soon as practicable but in no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1 covering the resale of all of the Initial Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

(b)           Additional Mandatory Registrations .

(i)        Subject to Section 2(b)(ii), the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-1 covering the resale of all of the Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the SEC. Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e). The Company shall use its best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

(ii)       The Company shall not be required to file an Addition Registration Statement with respect to the Registrable Conversion Shares until sixty (60) days after the Company shall have received notice from the Holders requesting registration of the Registrable Conversion Shares, and such Additional Registration Statement shall include such number of shares of Common Stock for which registration has been requested pursuant to this Section 2(b)(ii); provided, however, that if the date described in this Section 2(b)(ii) occurs at a time when the Company is not able to file an Additional Registration Statement because of its inability due to SEC requirements to file with financial statements for the nine months ended September 30, the Additional Filing Deadline shall mean the third Business Day following the earlier of the date on which the Company files or the date on which it is required to file (without any extensions) its Form 10-K Annual Report for the applicable year.

(c)            Allocation of Registrable Securities.   The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Buyers based on the number of Registrable Securities held by each Buyer at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that a Buyer sells or otherwise transfers any of such Buyer's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Buyers, pro rata based on the number of Registrable Securities then held by such Buyers which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

(d)            Legal Counsel.   Subject to Section 5 hereof, the Required Holders shall have the right, at their expense, to select one legal counsel to review any registration pursuant to this Section 2 on behalf of the Holders (“ Legal Counsel ”) which shall be CKR Law LLP or such other counsel as thereafter designated by the Required Holders. The Company, its legal counsel and Legal Counsel shall reasonably cooperate with each other in performing the Company's obligations under this Agreement.

(e)            Sufficient Number of Shares Registered.   In the event that the number of shares available under the Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or a Buyer's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement, or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. Notwithstanding the foregoing, if the number of shares available under the Registration Statement is sufficient to cover the sale of the Shares and the shares issuable upon exercise of the Purchase Option, and the Note has not become convertible, the shares not included in the Registration Statement shall be included in an Additional Registration Statement to be filed by the Additional Filing Deadline. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the total of the Shares plus the Purchase Option Shares plus the number of shares which would be issuable upon conversion of the Note as of the date such computation is being made if the Notes were then convertible in full. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion, amortization and/or redemption of the Notes and such calculation shall assume (i) that the outstanding Notes are then convertible in full into shares of Common Stock at the then prevailing conversion rate (ii) the then outstanding principal amount of the Notes remains outstanding through the scheduled Maturity Date (as defined in the Notes) and no redemptions of the Notes occur prior to the scheduled Maturity Date and (iii) the Purchase Option is then exercisable in full into shares of Common Stock.

(f)             Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement.   If (i) the Initial Registration Statement when declared effective fails to register the Initial Registration Amount of Initial Registrable Securities, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “ Filing Failure ”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “ Effectiveness Failure ”) or (iii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market but excluding suspensions affecting the market generally, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “ Maintenance Failure ”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate purchase price paid for such Buyer's Registrable Securities included in such Registration Statement thirty days after each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the thirtieth day after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. Notwithstanding the foregoing, no payment, pursuant to this Section 2(f), shall be payable with respect to any Notes which shall not have been issued or are no longer outstanding as of the date on which the computation is being made. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “ Registration Delay Payments .” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payment shall be payable with respect to a Filing Failure if the Registration Statement is declared effective by the Required Effective Date, and in determining the amount of the Registration Delay Payments, references to Registrable Securities shall mean only (i) the Shares, (ii) those Purchase Option Shares with respect to which the Purchase Option is then exercisable, and (iii), with respect to an Additional Registration Statement filed pursuant to Section 2(b)(ii), only if an event has occurred which makes the Notes convertible.

3.            RELATED OBLIGATIONS.

At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b) or 2(e), the Company will use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

(a)             The Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Buyers may sell all of the Registrable Securities covered by such Registration Statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which the Buyers shall have sold all of the Registrable Securities covered by such Registration Statement (the “ Registration Period ”). Each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The Company shall submit to the SEC, within two (2) Business Days after the later of the date that (i) the Company is advised by the SEC examiner that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which approval is immediately sought), a request for acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after the submission of such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective.

(b)             The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. If amendments and supplements to a Registration Statement are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.

(c)             The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least three (3) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects. Notwithstanding any other provision of this Agreement, the Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel. The Company shall furnish to Legal Counsel, without charge, copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement and any documents relating to the Registration Statement which are not filed on EDGAR; provided, that the Company shall not be required to provide Legal Counsel with the non-redacted copy of any exhibit for which confidential treatment has been requested or obtained.). The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant to this Section 3.

(d)             The Company shall use its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Buyer of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Buyers may reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Buyer who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(e)             The Company shall notify Legal Counsel and each Buyer in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver as many copies of such supplement or amendment to Legal Counsel and each Buyer as such Persons may reasonably request. The Company shall also promptly notify Legal Counsel in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel by email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. By 9:30 a.m. New York City time on the second date following the date any post-effective amendment has become effective, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.

(f)             The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Legal Counsel who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(g)             If any Buyer is required under applicable securities laws to be described in the Registration Statement as an underwriter or a Buyer believes that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall cooperate with such Buyer to provide any information reasonably required as a result of such determination to (i) such Buyer, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Buyers (collectively, the “ Inspectors ”). Each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to a Buyer) or use of any information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act; provided, however, that the Buyer shall not sell Securities pursuant to the Registration Statement or otherwise engage in transactions in the Company’s securities until the Company makes such disclosure in an amendment or supplement to the Registration Statement, which the Company shall make as promptly as commercially reasonable consistent with its obligations under the Purchase Agreement, (b) the release of such information is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information has been made generally available to the public other than by disclosure in violation of this Agreement. Each Buyer agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Buyer) shall be deemed to limit the Buyers' ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations and the Buyers’ agreements with the Company.

(h)             The Company shall hold in confidence and not make any disclosure of information concerning a Buyer provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Buyer is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Buyer and allow such Buyer, at the Buyer's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i)             The Company shall use its best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion for quotation of all of the Registrable Securities on the OTC Markets. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).

(j)             The Company shall cooperate with the Buyers who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend if such shares are sold pursuant to the registration statement to a person who is not an affiliate of the Company) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Buyers may reasonably request and registered in such names as the Buyers may request.

(k)            If requested by a Buyer, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective amendment such information as a Buyer reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by a Buyer holding any Registrable Securities.

(l)             The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(m)            The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(n)             Notwithstanding anything to the contrary herein, at any time, if (i) there is material non-public information regarding the Company which the Company's Board of Directors (the “ Board ”) determines not to be in the Company's best interest to disclose and which the Company is not otherwise required to disclose, (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board determines not to be in the Company's best interest to disclose and the Company is not otherwise required to disclose, or (iii) the Company is required to file a post-effective amendment to the Registration Statement to incorporate the Company’s quarterly and annual reports and audited financial statements on Forms 10-Q and 10-K, then the Company may suspend effectiveness of a registration statement for a period (“ Grace Period ”); provided that the Company may not suspend effectiveness of a registration statement under this Section 3(o) for more than twenty (20) consecutive days or for more than sixty (60) days in the aggregate during any three hundred sixty-five (365) day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period; provided, further, that no such suspension shall be permitted arising out of the same set of facts, circumstances or transactions; and provided, further, that the Company shall promptly notify the Buyers in writing of (x) the date on which the Grace Period will begin and (y) the date on which the Grace Period ends (each, an “ Allowable Grace Period ”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Buyer receives the notice referred to in clause (x) of the last proviso of the preceding sentence and shall end on and include the later of the date the Buyer receives the notice referred to in clause (y) of the last proviso of the preceding sentence and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Buyer has entered into a contract for sale, prior to the Buyer's receipt of the notice of a Grace Period and for which the Buyer has not yet settled. If an event described in this Section 3(n) shall have occurred prior to the effectiveness of the Registration Statement the Required Filing Date and Required Effective Date shall be adjusted in the manner set forth in this Section 3(n).

(o)             Unless otherwise required by law, neither the Company nor any Subsidiary or affiliate thereof shall identify any Buyer as an underwriter in any public disclosure or filing with the SEC, the Principal Market or any Eligible Market and any Buyer being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement) without the prior approval of such Buyer. A statement in the Registration Statement to the effect that a seller may be deemed to be an underwriter shall not be deemed to be a violation of this Section 3(p).

(p)             Except as may be permitted by the Securities Purchase Agreement, the Company shall not file any other registration statements until, or grant registration rights to any Person that can be exercised prior to the time that, all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the SEC, provided that this Section 3(q) shall not prohibit the Company from filing amendments (pre-effective and post-effective) to registration statements filed prior to the date of this Agreement; provided that no such amendment shall increase the number of securities registered on a registration statement. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Buyer in this Agreement or otherwise conflicts with the provisions hereof. The filing of a registration statement on Form S-8 shall not be deemed a violation of this Section 3(q).

4.           OBLIGATIONS OF THE BUYER.

(a)              At least three (3) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each Buyer in writing of the information the Company requires from each such Buyer if such Buyer elects to have any of such Buyer's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Buyer that such Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it and any relationship between such Buyer and the Company as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

(b)              Each Buyer, by such Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Buyer has notified the Company in writing of such Buyer's election to exclude all of such Buyer's Registrable Securities from such Registration Statement.

(c)              Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Buyer will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Buyer's receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Buyer has entered into a contract for sale prior to the Buyer's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Buyer has not yet settled. Each Buyer shall also comply with all lock-up restrictions to which any Registrable Securities are subject.

(d)              Each Buyer covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

5.           EXPENSES OF REGISTRATION.

All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company.

6.           INDEMNIFICATION.

In the event any Registrable Securities are included in a Registration Statement under this Agreement:

(a)             To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Buyer, the directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Buyer within the meaning of the 1933 Act or the 1934 Act (each, an “ Indemnified Person ”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, “ Claims ”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“ Indemnified Damages ”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“ Blue Sky Filing ”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “ Violations ”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim as provided in Section 6(b). Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); (ii) shall not apply to expenses or damages which arise out of an Indemnified Person’s failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the 1933 Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Buyer pursuant to Section 9.

(b)             In connection with any Registration Statement in which a Buyer is participating, each such Buyer agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “ Indemnified Party ”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Buyer expressly for use in connection with such Registration Statement; and, subject to Section 6(c), such Buyer shall reimburse the Indemnified Party for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Buyer, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Buyer shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Buyer as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Buyer pursuant to Section 9.

(c)             Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Buyers holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

(d)             The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(e)             The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7.           CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

8.           REPORTS UNDER THE 1934 ACT.

With a view to making available to the Buyer the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Buyer to sell securities of the Company to the public without registration (“ Rule 144 ”), the Company agrees to:

(a)             make and keep public information available, as those terms are understood and defined in Rule 144;

(b)             file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 including those reports and documents that would be required to be filed by the Company if its common stock were registered under Section 12 of the 1934 Act ; and

(c)             furnish to each Buyer so long as such Buyer owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers to sell such securities pursuant to Rule 144 without registration.

9.           ASSIGNMENT OF REGISTRATION RIGHTS.

The rights under this Agreement shall be automatically assignable by the Buyers to any transferee of all or any portion of such Buyer's Registrable Securities if: (i) the Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned and (c) any other information which the Company requests in order to reflect such transferee as a selling stockholder in the Registration Statement; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of applicable law and the Securities Purchase Agreement.

10.         AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any Buyer relative to the comparable rights and obligations of the other Buyers shall require the prior written consent of such adversely affected Buyer. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Buyer and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.

11.          MISCELLANEOUS.

(a)           A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.

(b)           Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and delivered in accordance with Section 9(f) of the Securities Purchase Agreement, which Section 9(f) shall be deemed to have been incorporated herein by reference and shall apply to the terms and provisions of this Agreement and the parties hereto mutatis mutandis.

(c)           Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(d)           All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e)           If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(f)           This Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

(g)          Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

(h)          The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)           This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

(j)           Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)          All consents and other determinations required to be made by the Buyers pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by the Required Holders, determined as if all of the outstanding Notes then held by the Buyers have been converted for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion of the Notes and the outstanding Purchase Options then held by Buyers have been exercised for Registrable Securities without regard to any limitations on exercise of the Purchase Options.

(l)           The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

(m)         This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(n)          The obligations of each Buyer hereunder are several and not joint with the obligations of any other Buyer, and no provision of this Agreement is intended to confer any obligations on any Buyer vis-à-vis any other Buyer. Nothing contained herein, and no action taken by any Buyer pursuant hereto, shall be deemed to constitute the Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

Exhibit 99.7

PATENT SALE AGREEMENT

This PATENT SALE AGREEMENT (this “ Agreement ”) is entered into, as of the Effective Date (defined below), by and between Intellectual Ventures Assets 16 LLC, a Delaware limited liability company, with an address at 2711 Centerville Rd, Suite 400, Wilmington, DE 19808 (“ Seller ”) and Quest Patent Research Corporation], a Delaware company with an office at 411 Theodore Fremd Ave., Suite 206S, Rye, New York 10580 (“ Purchaser ”). The parties hereby agree as follows:

1.            Definitions

“ Abandoned Assets ” means those specific patent applications, patents and other governmental grants or issuances listed on Exhibit B (as such list may be updated based on Purchaser’s review prior to Closing), and all patents or patent applications to which any of the Patents and/or Abandoned Assets claims priority which are abandoned, lapsed, or expired.

“ Affiliate” means, with respect to any Person, any Entity in whatever country organized, that Controls, is Controlled by or is under common Control with such Person.

“ Assigned Abandoned Rights ” has the meaning set forth in subsection 2.1(c).

“ Assigned Patent Rights ” means (a) the Patents; (b) any reissues, reexaminations, extensions, continuations, continuing prosecution applications, requests for continuing examinations, divisions, provisionals and registrations of any of the Patents and any patents or patent applications which correspond to or claim priority to any of the foregoing, and all foreign counterparts of the foregoing; (c) rights to apply in any or all countries of the world for future patents, certificates of invention, utility models, industrial design protections, design patent protections, or other future governmental grants or issuances of any type related to the Patents; and (d) all causes of action and enforcement rights of any kind, including, without limitation, all rights to seek and obtain remedies of any kind for past, current and future infringement under, or on account of, any of the Patents and/or any of the items described in either of the foregoing categories (b) or (c).

“ Closing ” means August 31, 2015 or such other time before that date as may be mutually agreed to by the parties (the “ Target Closing Date ”), and that time at which (1) the payment described in paragraph 2.2(a) is made and (2) Seller transfers all of its right, title, and interest in and to the Assigned Patent Rights and the Assigned Abandoned Rights to Purchaser; provided , however , that Closing shall not occur until Purchaser has received third-party funding for the purchase of the Assigned Patent Rights and the Assigned Abandoned Rights. If Closing does not occur (for whatever reason) by the Target Closing Date, either party may terminate this Agreement pursuant to paragraph 6.13; provided, however, that Purchaser may also terminate this Agreement in its sole discretion at any time prior to the Target Closing Date, pursuant to paragraph 6.13.

“ Control ” (or such other conjugations) for the purpose of this Agreement means the direct or indirect ownership of more than fifty percent (50%) of the shares or similar equity interests or voting power of the outstanding voting securities of such Entity that represent the power to direct the management and policies of such Entity.

“ Deliverables ” means those items identified on Exhibit D .

“ Disclosed Information ” means any information or materials related to the Patents and/or Abandoned Assets and disclosed by Seller or Affiliates of Seller to a Recipient prior to the Effective Date, in connection with Recipient’s consideration regarding entering into a license with Seller or Affiliates of Seller covering the Patents, and any review, evaluation or analysis by the Recipient of any such information. Disclosed Information does not include any information or materials that are disclosed to a Person by a Person other than Seller or any Affiliates of Seller.

“ Enhanced Damages ” means any of the following types of damages to the extent such damages are based upon any Disclosed Information: (a) damages for patent infringement dating back to disclosure of any Disclosed Information; (b) damages awarded in connection with a judicial or arbitral finding of willful patent infringement; or (c) punitive (or enhanced) damages for willful patent infringement.

“ Entity ” means any corporation, partnership, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, governmental entity (or any department, agency, or political subdivision thereof) or any other legal entity.

“ Effective Date ” means the last date set forth on the signature page of this Agreement.

“ Executed Assignments ” means (i) the Assignment of Assigned Patent Rights in the form attached hereto as Exhibit A duly executed by Seller and (ii) the Assignment of Assigned Abandoned Rights in the form attached as Exhibit B.

“ Existing Rights ” means the existing licenses, sublicenses, and other rights and obligations (as set forth below in this definition) under the Assigned Patent Rights and/or Assigned Abandoned Rights that have been granted or retained by Seller, Affiliates of Seller, or prior owners or inventors of the Assigned Patent Rights and the Assigned Abandoned Rights prior to the Effective Date, including, without limitation, any covenants not to sue, standstill agreements, and releases that by their terms run with the Assigned Patent Rights and/or the Assigned Abandoned Rights or which Seller or its Affiliates are required to have a subsequent assignee of the Assigned Patent Rights comply with, and including, without limitation, the Extension Rights. Notwithstanding anything to the contrary in this Agreement, the Existing Rights for the purpose of this Agreement do not include any rights under, to or in, or any duties or obligations with respect to (i) any intellectual property that is not the Assigned Patent Rights or (ii) any intellectual property of Purchaser or Affiliates of Purchaser.

“ Extension Rights ” means the right of Seller or its Affiliates to (i) renew and extend the term of any licenses or covenants not to sue granted by Seller and/or its Affiliates which constitute Existing Rights and (ii) modify or amend any such licenses or covenants not to sue in accordance with, and solely pursuant to, an obligation contained therein and solely per the terms and conditions of such license or covenant not to sue in existence as of the Effective Date; provided that the initial license or covenant not to sue did not extend just to any one or more of the Patents themselves; and further provided, that such renewals, extensions, modifications, or amendments (a) do not confer any exclusive rights with respect to the Assigned Patent Rights, (b) do not confer upon the licensee any sublicense or assignment rights under the Assigned Patent Rights, other than what was set forth in the Existing Right, (c) do not confer any license rights upon an Unlicensed Person (as defined below); provided, however, an Unlicensed Person may become licensed due to an acquisition or merger with a Prior Rights Holder to the extent, and subject to any applicable limitations, provided in the Existing Rights; (d) do not create or modify any affirmative duties or obligations owed by Purchaser or Affiliates of Purchaser other than Existing Rights; and (e) do not confer any rights with respect to any intellectual property of Purchaser or Affiliates of Purchaser other than the Assigned Patent Rights.

“Flow Down Obligations” means the licenses, rights, covenants, immunities, releases, and duties of Seller and/or Affiliates of Seller solely to the extent existing as of the Effective Date under the Assigned Patent Rights and/or Assigned Abandoned Rights pursuant to a certain license agreement with a third party that Seller and/or its Affiliates are required, by the terms of such license, to make binding on Purchaser.

“ Initial Payment ” has the meaning set forth in subparagraph 2.2(a).

“ Optional Licensees ” means the companies listed as Optional Licensees in Exhibit C and each of their Affiliates.

“ Option Expiration Date ” means 11:59 p.m. Pacific Time on the applicable expiration dates set forth in Exhibit C for the Seller’s and/or Affiliates of Seller’ time-limited rights to sublicense the Assigned Patent Rights to Optional Licensees.

“ Patent(s) ” means the patents and patent applications identified in the tables on Exhibit A .

“ Person ” means any individual or Entity.

“ Prior Rights Holder ” has the meaning set forth in subparagraph 3.1(b).

“ Recipient” means, with respect to a Patent, the Person in receipt of Disclosed Information for such Patent.

2.            Assignment; Purchase Price; Deliverables

2.1           Assignment .

(a)           Assignment of Assigned Patent Rights . As of Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser all of Seller’s right, title, and interest in and to the Assigned Patent Rights. Purchaser acknowledges and agrees that it will acquire all of Seller’s right, title, and interest in the Assigned Patent Rights and Assigned Abandoned Rights, including, without limitation, all causes of action, enforcement rights and all other rights to seek and obtain any other remedies of any kind including monetary damages for past, current and future infringement of any one or more of the Patents, subject to the Existing Rights. Purchaser hereby assumes all Flow Down Obligations only to the extent the Flow Down Obligations are applicable to the Assigned Patent Rights and/or the Assigned Abandoned Rights, and agrees to be bound by the Covenant to Sue Last in favor of Nikon Corporation, the basic terms of which are described on Exhibit F (the “ Nikon CTSL ”) to the extent the Nikon CTSL is applicable to the Assigned Patent Rights and/or the Assigned Abandoned Rights. The sale, assignment, transfer and conveyance of the Assigned Patent Rights and the Assigned Abandoned Rights will be evidenced by the Executed Assignments. After Closing, at the reasonable request of Purchaser, Seller will execute and deliver such other instruments and do and perform such other acts and things as mayf be reasonably necessary or desirable for effecting completely the consummation of the transactions dcontemplated hereby.

(b)           Subsequent Transfer of the Assigned Patent Rights and/or Assigned Abandonefd Rights . If Purchaser transfers or assigns the Assigned Patent Rights and/or the Assigned Abandoned Rights to any Person (a “ Subsequent Transfer ”), each Subsequent Transfer will be conditioned on such Persons agreeing in writing (i) to acquire the Assigned Patent Rights and/or the Assigned Abandoned Rights subject to the Existing Rights which are applicable to the Assigned Patent Rights and/or the Assigned Abandoned Rights being transferred or assigned in such Subsequent Transfer; (ii) to assume all Flow Down Obligations applicable to the Assigned Patent Rights and/or the Assigned Abandoned Rights being transferred or assigned in such Subsequent Transfer; (iii) to be bound by the Nikon CTSL with respect to the Assigned Patent Rights and/or the Assigned Abandoned Rights being transferred or assigned in such Subsequent Transfer; and (iv) to bind all future assignees or transferees of the Assigned Patent Rights and/or the Assigned Abandoned Rights to the provisions of this subparagraph 2.1(b).

(c)           Assignment of Rights in Certain Assets . Upon Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser all of its right, title, and interest in and to (a) the Abandoned Assets; (b) any reissues, reexaminations, extensions, continuations, continuing prosecution applications, requests for continuing examinations, continuations in part, divisions, provisionals and registrations of any of the Abandoned Assets and any patents or patent applications which correspond to or claim priority to any of the foregoing, and all foreign counterparts of the foregoing; (c) all rights to apply in any or all countries of the world for future patents, certificates of invention, utility models, industrial design protections, design patent protections, or other future governmental grants or issuances of any type related to the Abandoned Assets; and (d) all causes of action and enforcement rights of any kind under, or on account of, any of the Abandoned Assets and/or any of the items described in either of the foregoing categories (b) or (c), including, without limitation, all causes of action, enforcement rights and all other rights to seek and obtain any other remedies of any kind for past, current and future infringement (the “ Assigned Abandoned Rights ”). For the avoidance of doubt, Seller is not opining on or providing any representation or warranty as to the existence of the rights described in (b) – (d) above nor Purchaser’s right to enforce any of such rights. On or before Closing, Seller will execute and deliver to Purchaser an Assignment of Certain Rights in the forms set forth in Exhibit B .

2.2          Purchase Price; Payments .

(a)           Upfront Payment . At Closing, the Purchaser will pay to Seller the amount of One Million U.S. Dollars (US $1,000,000) (the “ Initial Payment ” ) by wire transfer into the designated bank account of Seller set forth in Table 1 below. Seller may, at any time upon written communication to Purchaser, change its wire transfer information and/or its designated agent for receipt of the Initial Payment or any Further Payments (as set forth below).

The following Table 1 contains wire transfer instructions for the payment of the Initial Payment and the Further Payments to Seller: