MARATHON PATENT GROUP, INC. WARRANTSecurities Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors
Marathon Patent Group, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, DBD Credit Funding LLC or its registered assigns (including permitted transferees, the “Holder”), as registered owner of this warrant (the “Warrant”), is entitled to purchase from the Company up to a total of 100,000 shares (as adjusted from time to time as provided in Section 9) of Common Stock (as defined below), at an exercise price a price per share equal to the lesser of (i) the closing bid price per share on the Trading Day immediately preceding the date hereof and (ii) the average of the closing bid price per share for the last thirty previous Trading Days preceding the date hereof (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof (the “Initial Exercise Date”) to and including the fifth (5th) anniversary of the date hereof (the “Expiration Date”), and subject to the following t
SUBSCRIPTION AGREEMENTSubscription Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
This Subscription Agreement (this “Agreement”) is dated as of January 29, 2015, between Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and DBD Credit Funding LLC, a Delaware limited liability company (“Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of January 29, 2015, by and between DBD Credit Funding LLC (“Shareholder”) and Marathon Patent Group, Inc., a Nevada corporation (the “Company”).
PATENT LICENSE AGREEMENTPatent License Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
WHEREAS, reference is made to the Revenue Sharing and Securities Purchase Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Revenue Sharing and Securities Purchase Agreement”), by and among the Licensor, the Purchasers (including the Licensee) and the Licensee, acting as the Collateral Agent and the Security Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the Grantors (as defined therein, including Licensor) and the Licensee, acting as the Collateral Agent;
Patent Security AgreementPatent Security Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors
Patent Security Agreement, dated as of January 29, 2015 by Marathon Patent Group, Inc. and the undersigned entities (collectively, the “Pledgor”), in favor of DBD Credit Funding LLC, in its capacity as collateral agent pursuant to the Revenue Sharing and Securities Purchase Agreement (in such capacity, the “Collateral Agent”).
ContractSenior Note • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
THIS NOTE WAS ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR AN EXEMPTION FROM SUCH REGISTRATION AND (II) EXCEPT IN COMPLIANCE WITH SECTION 9.10 OF THAT CERTAIN REVENUE SHARING AND SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 29, 2015, AMONG THE COMPANY, THE GUARANTORS, THE COLLATERAL AGENT AND THE PURCHASERS (EACH AS DEFINED THEREIN).
SECURITY AGREEMENTSecurity Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
SECURITY AGREEMENT, dated as of January 29, 2015 (this “Agreement”), by and among Marathon Patent Group, Inc., the other undersigned grantors and each Additional Grantor (as herein defined) (collectively, “Grantor”) and DBD Credit Funding LLC, as collateral agent for the Secured Parties (as defined in the Revenue Sharing and Securities Purchase Agreement, as defined below) (in such capacity as collateral agent, the “Collateral Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of January 29, 2015, by and between the undersigned (“Holders”) and Marathon Patent Group, Inc., a Nevada corporation (the “Company”). Capitalized terms used but not defined herein will have the meanings assigned to them in the RSSPA (as defined below).
GUARANTY AGREEMENTGuaranty Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
This GUARANTY AGREEMENT (this “Agreement”) is dated as of January 29, 2015 by each of the entities listed on the signature pages hereof (the “Guarantors”) in favor of the Secured Parties (as defined in the Revenue Sharing and Securities Purchase Agreement referred to below).
REVENUE SHARING AND SECURITIES PURCHASE AGREEMENT (MARATHON PATENT GROUP, INC.) DATED AS OF JANUARY 29, 2015Revenue Sharing and Securities Purchase Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
This REVENUE SHARING AND SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 29, 2015 by and among Marathon Patent Group, Inc. (“Issuer”) and certain of its subsidiaries (such Subsidiaries, together with any future guarantor subsidiaries, the “Guarantors” and the Issuer and its Subsidiaries collectively the “Company”), DBD Credit Funding LLC as collateral agent (the “Collateral Agent”), and each Person listed as a “Purchaser” on Schedule 2.1 (together with their successors and assigns, the “Purchasers”).
