SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2015 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
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.”
PATENT SALE AGREEMENTPatent Sale Agreement • October 28th, 2015 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • Delaware
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:
MONETIZATION PROCEEDS AGREEMENTMonetization Proceeds Agreement • October 28th, 2015 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
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.”)
PATENT PROCEEDS SECURITY AGREEMENTPatent Proceeds Security Agreement • October 28th, 2015 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
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”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 28th, 2015 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
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”),
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2015 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
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”).
