FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May __, 2014, is by and among Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2014, is made by and among Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and the undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).
PAY PROCEEDS AGREEEMENTPay Proceeds Agreement • May 7th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • Texas
This Agreement (this “Agreement”), is made as of May 2, 2014 (the “Effective Date”), by and among Granicus IP, LLC, a Texas limited liability company, with an address of 719 W. Front Street, Suite 242, Tyler, TX 75702 (“Granicus”), TechDev Holdings, LLC, a Texas limited liability company, of 719 W. Front Street, Suite 242, Tyler, TX 75702 (“TechDev”), The Spangenberg Family Foundation for the Benefit of Children’s Healthcare and Education, a 501(c)(3) charitable organization organized under the laws of Texas (“SFF”; Granicus, TechDev and SFF are collectively referred to as the “Sellers” and individually as a “Seller”); and Marathon Patent Group, Inc., a Nevada corporation with an address of 2331 Mill Road, Suite 100, Alexandria, VA 22314 (“Marathon”); All the parties to this Agreement shall be referred to collectively herein as the “Parties” and separately as a “Party”.
Agreement—LiquidityLiquidity Agreement • May 7th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • Texas
This Agreement (this “Agreement”), is made as of May 2, 2014 (the “Effective Date”), by and among Granicus IP, LLC, a Texas limited liability company, with an address of 719 W. Front Street, Suite 242, Tyler, TX 75702 (“Granicus”), The Spangenberg Family Foundation for the Benefit of Children’s Healthcare and Education, a 501(c)(3) charitable organization organized under the laws of Texas (“SFF”; Granicus and SFF are collectively referred to as the “Sellers” and individually as a “Seller”); IP Liquidity Ventures Acquisition LLC, a newly formed Delaware limited liability company with an address of 2331 Mill Road, Suite 100, Alexandria, VA 22314 (“LVA”), a wholly-owned subsidiary of Marathon Patent Group, Inc., a Nevada corporation with an address of 2331 Mill Road, Suite 100, Alexandria, VA 22314 (“Marathon”) and Marathon. All the parties to this Agreement shall be referred to collectively herein as the “Parties” and separately as a “Party”.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 7th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in MARATHON PATENT GROUP, INC., a Nevada corporation, together with its subsidiaries (the “Company”). The Company is conducting a private placement (the “Offering”) of units (“Units”), with each Unit consisting of one share of the Company’s convertible series A preferred stock, as more fully described below and a warrant to purchase 0.25 shares of the Company’s common stock, as more fully described below, at a purchase price of Six Dollars and Fifty Cents ($6.50) per Unit (the “Purchase Price”). Laidlaw & Company (UK) Ltd. a United Kingdom corporation (“Placement Agent”) will act as the Company’s lead placement agent with respect to the Offering.
Agreement—Dynamic AdvancesDynamic Advances Agreement • May 7th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • Texas
This Agreement (this “Agreement”), is made as of May 2, 2014 (the “Effective Date”), by and among TechDev Holdings, LLC, a Texas limited liability company, of 719 W. Front Street, Suite 242, Tyler, TX 75702 (“TechDev”), The Spangenberg Family Foundation for the Benefit of Children’s Healthcare and Education, a 501(c)(3) charitable organization organized under the laws of Texas (“SFF”; TechDev and SFF are collectively referred to as the “Sellers” and individually as a “Seller”); DA Acquisition LLC, a newly formed Texas limited liability company with an address of 2331 Mill Road, Suite 100, Alexandria, VA 22314 (“DAA”), a wholly-owned subsidiary of Marathon Patent Group, Inc., a Nevada corporation with an address of 2331 Mill Road, Suite 100, Alexandria, VA 22314 (“Marathon”) and Marathon. All the parties to this Agreement shall be referred to collectively herein as the “Parties” and separately as a “Party”.
Agreement—Sarif BiomedicalAcquisition Agreement • May 7th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • Texas
This Agreement (this “Agreement”), is made as of May 2, 2014 (the “Effective Date”), by and among TechDev Holdings, LLC, a Texas limited liability company, of 719 W. Front Street, Suite 242, Tyler, TX 75702 (“TechDev” or the “Seller”); Sarif Biomedical Acquisition LLC, a newly formed Delaware limited liability company with an address of 2331 Mill Road, Suite 100, Alexandria, VA 22314 (“SBA”), a wholly-owned subsidiary of Marathon Patent Group, Inc., a Nevada corporation with an address of 2331 Mill Road, Suite 100, Alexandria, VA 22314 (“Marathon”) and Marathon. All the parties to this Agreement shall be referred to collectively herein as the “Parties” and separately as a “Party”.
