PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Prepaid Forward Purchase Agreement (as amended from time to time, the “Purchase Agreement”) is made by and between Quest Patent Research Corporation, a Delaware corporation (“Seller”), and QPRC Finance LLC (“Buyer”), a Delaware limited liability company (each, a “Party,” and collectively, the “Parties”). This Purchase Agreement is effective as of February 19, 2021 (the “Effective Date”). Terms used herein but not otherwise defined shall have the meanings set forth in Schedule I and the exhibits hereto.
SECURITY AGREEMENTSecurity Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
This Security Agreement (as amended from time to time, the “Security Agreement”), is made by and between is made by and between Quest Patent Research Corporation (“Seller”), and QPRC Finance LLC (“Buyer”), a Delaware limited liability company (each, a “Party,” and collectively, the “Parties”). This Security Agreement is effective as of February 19, 2021 (the “Effective Date”). Reference is made to that certain Prepaid Forward Purchase Agreement between Buyer and Seller, dated as of the date hereof (as it may be amended from time to time, the “Purchase Agreement”).
RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2021, by and among Quest Patent Research Corporation, a Delaware corporation, (the “Company”), and Intelligent Partners LLC, a Delaware limited liability company (“IPLLC”), Andrew C. Fitton (“Fitton:”) and Michael Carper (“Carper”, and, together with IPLLC and Fitton, collectively the “Stockholders” and each, a “Stockholder,” and the Stockholders, together with the Company are collectively referred to as the “Parties” and each a “Party”).
MONETIZATION PROCEEDS AGREEMENT – NEW ASSETSMonetization Proceeds Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Monetization Proceeds Agreement (the “Agreement”) dated as of February 19, 2021, is entered into by and between Intelligent Partners LLC, a Delaware limited liability company (“IPLLC”), and Quest Patent Research Corporation, a Delaware corporation (the “Company”). IPLLC and the Company are collectively referred to herein as the “Parties” and each individually as a “Party.”
SUBSIDIARY PATENT PROCEEDS SECURITY AGREEMENTSecurity Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
SUBSIDIARY PATENT PROCEEDS SECURITY AGREEMENT (this “Security Agreement”) dated as of February 19, 2021 (the “Effective Date”), among Quest Patent Research Corporation, a Delaware corporation (the “Company”), Quest Licensing Corporation, a Delaware corporation (“QLC”), Quest NetTech Corporation, a Texas corporation (as successor to Wynn Technologies Inc.) (“NetTech”), Mariner IC Inc., a Texas corporation (“Mariner”), Semcon IP Inc., a Texas corporation (“Semcon”), IC Kinetics Inc., a Texas corporation (“IC”), CXT Systems Inc., a Texas corporation (“CXT”), M-Red Inc., a Texas corporation (“MRED”) and Audio Messaging Inc., a Texas corporation (“AMI”) ,(each of the QLC, NetTech, Mariner, Semcon, IC, CXT, MRED and AMI, a “Pledgor” and collectively “Pledgors”), and QPRC Finance LLC, a Delaware limited liability company (the “Buyer”), and is effective as of the Effective Date.
MPA-NA Security AgreementSecurity Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
This MPA-NA Security Agreement (“Agreement”), dated as of February 19, 2021, relates to the Monetization Proceeds Agreement, dated as of February 9, 2021 (the “MPA-NA”), by and among Quest Patent Research Corporation (“Company”), a Delaware corporation, and Intelligent Partners LLC (“IPLLC”), a Delaware limited liability company. Capitalized terms used but not otherwise defined herein will have the meanings assigned to such terms in the MPA-NA.
MONETIZATION PROCEEDS AGREEMENTMonetization Proceeds Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Monetization Proceeds Agreement (the “Agreement”) dated as of February 19, 2021, is entered into by and between Intelligent Partners LLC, a Delaware limited liability company (as transferee of United Wireless Holdings, Inc.) (“IPLLC”), and M-Red Inc. (“MRED” or “Patent Owner”), a Texas corporation, and is effective as of the Restructure Date (as defined below). (IPLLC and the Patent Owner are collectively referred to herein as the “Parties” and each individually as a “Party.”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2021, by and among Quest Patent Research Corporation, a Delaware corporation (the “Company”), and QPRC Finance LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED MONETIZATION PROCEEDS AGREEMENTMonetization Proceeds Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Amended and Restated Monetization Proceeds Agreement, dated as of February 19, 2021, is entered into by and between Intelligent Partners, LLC (as transferee of United Wireless Holdings, Inc. ) (“IPLLC”), a Delaware limited liability corporation, on the one hand, and Quest Patent Research Corporation (“QPRC”), a Delaware corporation, and its subsidiaries, Quest Licensing Corporation, a Delaware corporation, Quest NetTech Corporation, a Texas corporation, as successor to Wynn Technologies Inc., Mariner IC Inc., a Texas corporation, Semcon IP Inc., a Texas corporation, and IC Kinetics Inc., a Texas corporation, each such subsidiary a “Patent Owner” and collectively “Patent Owners”) and is effective as of the Restructure Date (as defined below). (IPLLC, QPRC and the Patent Owners are collectively referred to herein as the “Parties” and each individually as a “Party.”)
RESTRUCTURE AGREEMENTRestructure Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
RESTRUCTURE AGREEMENT (the “Agreement”), dated as of February 19, 2021, by and among Quest Patent Research Corporation, a Delaware corporation, (“Quest” or “Company”), Quest Licensing Corporation, a Delaware corporation (“QLC”), Mariner IC Inc., a Texas corporation (“Mariner”), Semcon IP Inc., a Texas corporation (“Semcon”), IC Kinetics Inc., a Texas corporation (“IC”), Quest NetTech Corporation, a Texas corporation (as successor to Wynn Technologies Inc.) (“NetTech”), CXT Systems, Inc., a Texas corporation (“CXT”), M-Red Inc., a Texas Corporation (“MRED”), Audio Messaging Inc., a Texas corporation (“AMI”), Intelligent Partners LLC, as transferee of United Wireless Holdings, Inc., a Delaware limited liability (the “Holder”), Andrew C. Fitton (“Fitton”) and Michael Carper (“Carper”). QLC, Mariner, Semcon, IC, NetTech, CXT, MRED and AMI are subsidiaries of the Company and are referred to collectively as the “Restructure Subsidiaries.” (Holder and the Company are collectively referred to
AMENDED AND RESTATED PATENT PROCEEDS SECURITY AGREEMENTPatent Proceeds Security Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
AMENDED AND RESTATED PATENT PROCEEDS SECURITY AGREEMENT (this “Security Agreement”) dated as of February 19, 2021, between Quest Patent Research Corporation, a Delaware corporation (the “Company”), Quest Licensing Corporation, a Delaware corporation (“QLC”), Quest NetTech Corporation, a Texas corporation (as successor to Wynn Technologies Inc.) (“NetTech”), Mariner IC Inc., a Texas corporation (“Mariner”), Semcon IP Inc., a Texas corporation (“Semcon”), IC Kinetics Inc., a Texas corporation (“IC”), CXT Systems Inc., a Texas corporation (“CXT”), M-Red Inc., a Texas Corporation (“MRED”) and Audio Messaging Inc., a Texas Corporation (“AMI”) ,(each of the QLC, NetTech, Mariner, Semcon, IC, CXT, MRED and AMI, a “Pledgor” and collectively “Pledgors”), and Intelligent Partners LLC, a Delaware limited liability corporation (as transferee of United Wireless Holdings, Inc. (“United”)) (the “Holder”) and is effective as of the Restructure Date, as defined in the Restructure Agreement, and amends
BOARD OBSERVATION RIGHTS AGREEMENTBoard Observation Rights Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This BOARD OBSERVATION RIGHTS AGREEMENT, (this “Agreement”), dated as of February 19, 2021, by and between Quest Patent Research Corporation, a Delaware corporation (the “Company”), and Intelligent Partners LLC, a Delaware limited liability company (the “Holder”) and is effective as of the Restructure Date, as defined in the Restructure Agreement dated on or about the date of this Agreement among Company, Holder and the Restructure Subsidiaries (as defined in the Restructure Agreement) (the “Restructure Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Restructure Agreement.
AMENDED AND RESTATED MONETIZATION PROCEEDS AGREEMENTMonetization Proceeds Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Amended and Restated Monetization Proceeds Agreement (the “Agreement”) dated as of February 19, 2021, is entered into by and between Intelligent Partners LLC, a Delaware limited liability company (as transferee of United Wireless Holdings, Inc.) (“IPLLC”), and CXT Systems, Inc. (“CXT” or “Patent Owner”), a Texas corporation, and is effective as of the Restructure Date (as defined below) and amends and restates in its entirety the Monetization Proceeds Agreement, dated July 31, 2017 and entered into by and between United Wireless Holdings, Inc. (“United”), a Delaware corporation and CXT (the “2017 MPA-CXT”). (IPLLC and the Patent Owner are collectively referred to herein as the “Parties” and each individually as a “Party.”)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of February 19, 2021, and is being executed in connection with a restructure agreement (the “Restructure Agreement”) dated on or about the date of this Agreement among Quest Patent Research Corporation, a Delaware corporation (the “Company”), Intelligent Partners, LLC (“IPLLC”), Andrew Fitton (“Fitton”) and Michael Carper (“Carper”, and together with Fitton, the “Purchasers” and each, individually a “Purchaser”), IPPLC, the Purchasers and the Company being collectively referred to as the “Parties” and each, individually, as a “Party”).
SUBSIDIARY CONTINUING GUARANTY AGREEMENTSubsidiary Continuing Guaranty Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
THIS SUBSIDIARY CONTINUING GUARANTY AGREEMENT (this "Guaranty") is made this 19th day of February, 2021 by Quest Licensing Corporation, a Delaware corporation (“QLC”), Mariner IC Inc., a Texas corporation (“Mariner”), Semcon IP Inc., a Texas corporation (“Semcon”), IC Kinetics Inc., a Texas corporation (“IC”), Quest NetTech Corporation, a Texas corporation (“NetTech”), CXT Systems, Inc., a Texas corporation (“CXT”), M-Red Inc., a Texas corporation (“MRED”), and Audio Messaging Inc., a Texas corporation (“AMI” and collectively with QLC, Mariner, Semcon, IC, NetTech, CXT, and MRED, the “Guarantors” and each a “Guarantor”), in favor of QPRC Finance LLC, a Delaware limited liability company Buyer (together with its successors and assigns, “Buyer”).
MONETIZATION PROCEEDS AGREEMENTMonetization Proceeds Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Monetization Proceeds Agreement (the “Agreement”) dated as of February 19, 2021, is entered into by and between Intelligent Partners LLC, a Delaware limited liability company (as transferee of United Wireless Holdings, Inc.) (“IPLLC”), and Audio Messaging Inc. (“AMI” or “Patent Owner”), a Texas corporation, and is effective as of the Restructure Date (as defined below). (IPLLC and the Patent Owner are collectively referred to herein as the “Parties” and each individually as a “Party.”)
WARRANT ISSUANCE AGREEMENTWarrant Issuance Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This WARRANT ISSUANCE AGREEMENT (this “Agreement”), dated as of February 19, 2021, by and between Quest Patent Research Corporation, a Delaware corporation (the “Company”), and QPRC Finance LLC, a Delaware limited liability company (the “Investor”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”), dated as of February 19, 2021, made by Quest Patent Research Corporation, a Delaware corporation (“Grantor”), in favor of Intelligent Partners LLC, a Delaware limited liability company (“Holder”), and is effective as of the Restructure Date, as defined in the Restructure Agreement, and amends and restates in its entirety the Pledge and Security Agreement entered into by and between Grantor and Holder (as transferee of United Wireless Holdings LLC), effective as of October 22, 2015.
BOARD OBSERVATION RIGHTS AGREEMENTBoard Observation Rights Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This BOARD OBSERVATION RIGHTS AGREEMENT, (this “Agreement”), dated as of February 19, 2021, by and between Quest Patent Research Corporation, a Delaware corporation (the “Company”), and QPRC Finance LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Warrant Issuance Agreement, dated of even date herewith (the “Warrant Agreement”).
