or 719 West Front Street, Suite 157 Tyler, Texas 75702 (soo} me-»132»i www. tandinarki DI Icom July 2013 VIA U.53, MAH. Re: LANDMARK PATENT USE AND LICENSING OPPOF%TUl\il'T`Y To V\/horn It lvlay Concern: As you may know, Landmark `l`echnoiogy_ LLC ("Landmark"} has exclusive rights to certain innovative computer, communication and network technologies relating to internet searching. e-commerce, electronic bill pay. on-line banking services, business—to—busiriess transactions, multimedia data processing networks and mobile technologies. Landmarks widely regarded technotogy covers) among other things, key transaction processes and features used in many eiectronic corninerce systems, inciuding structures which exchange business data amongst trading partners. We beiieve that websites, one ofwhicn is currently found at make use of technoiogies covered by our batent, including, but not limited to. Claims `1 Si $0 of U.S. Patent No. 5.57€5,95‘lC2, which address certain critical aspects of business-to—btisiriess and business~to»consumer transactions. More preciselylsystem indexes graphic and textual information using l—lyperTei<t Markup Langtiage.’tJ/AVA script programming along with an associated database to provide users with a computer search system for retrieving information as described in detail by the claims of U.S. Patent No 5,57E5,Q51C2 used at-. Additionally, we believe that_nobile commerce systems enabled by your applications, some of which can be found aiso make use ofthe technology. We beiieve you will find that Landmarks patent teaches technologies which are contributing signiticantly to-bottom line, and as such. are orferirig-a license for nest and continued use of Landiriarirs patented It "Legal Department July 23, 2013 Fege 2 technologies. For your convenience, enclosed is aa draft license agreement and a copy o·lU.S,F'elentN0.5,576<Q51C)2. We would like to further outline the details of this licensing opportunity and answer any questions you may have. Moreover. if you ere of the opinion that you do not need a license to practice these technologies, it would be helpful ll you could give us some insight into your reasoning. and we would welcome a dialogue with you on this point. l‘rn sure you have many questions, and as such, l would like to offer you and your team e detailed presentation showing examples of-current use ofLandmark`stecl1no|ogy. At your earliest convenience, please suggest upcoming dates and times ln which we could have zz brief web conference (via GoToMeeting). You can reach me directly via rm smell at _ All the best, ` , u§ X `4§ R @’ ` gw, we ‘~e¤@%\Mm¤\\,}_ __ ` _ Patrick Nunelly, PhD. Executive Vice President- Technology Licensing Group Landmark Technoloii, LLC Pnllkrs Enclosures (2) LICENSE AGREEMENT This Liccnsc Agreement ("Agrccmcnt"), datcd as of ___4_, 2013 (thc "Eiibctivc Datc"), is cntcrcd into by and bctwccn: LANDMARK TECHNOLOGY, LLC, whose address is 719 W. Front Strcct, Suitc 157, Tylcr, Texas, 75702 ("Lzu1dmairk"); [COMPANY], whcsc address is ("Company"); Landmark and Company (hcrcinaftcr sometimes rclcrrcd to collcctivcly as "Partics"). WHEREAS, Landmark rcprcscnts that it has thc cxclusivc right to liccnsc and cntbrcc the Patent; NOW THEREFORE, for valuable consideration, thc receipt of which is aclmowlcdgcd, and othcr consideration as sct forth below, the Parties agrcc as follows: l. I11c0rg01‘ati0n of Rccitals. The recitals and definitions sct forth abovc arc hereby incorporated into, and are made: a part oi] this Agrccmcnt. 2. Payment to Landinark. Within tcn (10) days of Landmark’s execution of this Agreement, Company shall pay thc sum 0f__ ($ l0 Landmark. 3, Sub—Liccnsc. Landmark hcrcby grants to Company a non-exclusive, fully paid- up, irrcvucablc, indivisible, perpetual, worldwide, nomtransfcrablc (cxccpt as sct forth below) sublicense ("Sub-Liccnsc”) t0 thc Patent. Except as cxprcssly provided in this Agrccmcnt, nothing herein prccludcs or shall bc intcrprctcd as exhausting O1' limiting in any way Landmarks right to rcquirc any entities other than Company t0 obtain a license under the Patent for infringements of the Patent arising from thc making, using, selling, offering to sell, importation, exportation, distribution or other commcrcial cxploitation of any third party product or service as a standalone product 01* scrvicc OI in combination with any product or scrvicc, other than C0mpany's products or scrviccs or products and services available through C0mpany's Wcbsitcs. N0 royaltics 01* additional payments, other than thc payment spccificd in Section 2, of any kind shall bc rcquircd in crdcr to maintain this Agreement in force. 4. N0 Transfer or gssigmnqg. The Sub—Liccnsc grantcd to Company in Section 3 is non-transfcrablc. 5. No Challenge to Validity. Except as sct forth hcrcin, Company hcrcby cxprcssly waives its right to initiate, and agrcc not to initiatc, any prccccding (including any rccxamination) or lawsuit including claims that the Patent is invalid or unenforceable. Company further agrees that they have not and shall not otherwise voluntarily assist or support any other person or entity in connection with a challenge of thc validity or cnforccability of thc Patent, This provision docs not prccludc Company from providing information as may bc rcquircd by Court order, law, or judicial process. Company may asscrt dcfcnscs of invalidity and/or uncnforccability and/or scck recxaminaticn of the Patent in the event that Company is accuscd of infringing thc Patent in the future, 6. Kgpresentatioiis and Warranties. a. Bgyjgnipany. Company represents and warrants that (i) it has hull power and authority to enter into this Agreement; and (ii) this Agreement is a valid and binding agreement of Company enforceable against it in accordance with its terms. b. By Landmark. Landmark represents and warrants to Company that (i) Landmark is the exclusive licensee of the Patent (including the right to sue for past damages); has the exclusive right to enforce the Patent and has full power and authority to enter into this Agreement and to provide the license, releases and covenants set forth above; (ii) Landmark has not assigned, conveyed, transferred, or purported to assign, convey, or transfer to any other person or entity any rights, titles, or interests, in, to, or under, the Patent that would prevent it from entering into this Agreement; and (iii) this Agreement is a valid and binding agreement of Landmark enibrceable against it in accordance with its terms. 7. Miscellaneous. a. Severability. If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded. ln the event a part or provision of this Agreement is held to be invalid or unenforceable or in conflict with law for any reason, the parties shall replace any invalid part or provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. b. Further Assurances. Each of the Parties shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder to carry out the intent of the parties hereto. c. Modifications Q1;AI'1'1§I"l(l1TlCI'1tS. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the Parties. d. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby terminated and canceled in their entirety and are of no further force or effect. e. Non-Waiver. No waiver by any Party hereto of a breach of any provision of this Agreement shall constitute a waiver of any preceding or succeeding breach of the same or any other provision hereof. f Counterparts. This 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. The execution and delivery of counterparts of this Agreement, by facsimile or by original manual signature, regardless of the means or any such variation in pagination or appearance shall be binding upon the parties executing this Agreement. g. Number and Gender. ln this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so requires. h. Captions. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference. Should there be any conflict between any such caption and the section at the head of which it appears, the section and not such caption shall control and govern in the construction of this Agreement. [N WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. LANDMARK TECHNOLOGY, LLC COMPANY By: __________ _,__, __ By: Name: Lawrence B. Lockwood Name; Title: Managing Member Title: Date: ,2013 Date: _ ,2013