Exhibit 10.72


 


PATENT PURCHASE AGREEMENT


 


This PATENT PURCHASE AGREEMENT (the “Agreement”)
is entered into on June 20, 2012 (the “Effective Date”) by and between Thomas L. Bascom, an individual,
residing at 7025 Elizabeth Drive, McLean VA 22101 (“Seller”) and Bascom Linking Intellectual Property,
LLC., a State of Virginia limited liability company, of 240 East 76th Street, 11B, New York, NY 10021 (“Purchaser”)
(each a “Party” and collectively the “Parties”). The Parties hereby agree
as follows:


 


		1.	Background



 


		1.1	Seller
                                                                                               owns certain United States patents
                                                                                               and patent applications.



 


		1.2	Seller
                                                                                               wishes to sell to Purchaser all
                                                                                               right, title and interest in the
                                                                                               patents and applications set forth
                                                                                               in Exhibit A
                                                                                               and any and all rights associated
                                                                                               therewith.



 


		1.3	Purchaser
                                                                                               wishes to purchase from Seller
                                                                                               all right, title and interest in
                                                                                               the patents and applications set
                                                                                               forth in Exhibit A
                                                                                               and any and all rights associated
                                                                                               therewith.



 


		2.	Definitions



 


		2.1	“Affiliate”
                                                                                               means, with respect to any
                                                                                               Person, any Entity in any country
                                                                                               that controls, is controlled by
                                                                                               or is under common control with
                                                                                               such Person. The term “control”
                                                                                               means possession directly or indirectly
                                                                                               of the power to direct or cause
                                                                                               the direction of the management
                                                                                               and policies of an Entity, whether
                                                                                               through the ownership of voting
                                                                                               securities, by trust, management
                                                                                               agreement, contract or otherwise;
                                                                                               provided, however, that beneficial
                                                                                               ownership of more than fifty percent
                                                                                               (50%) of the voting equity interests
                                                                                               of an entity shall be deemed to
                                                                                               be control.



 


		2.2	“Assigned
                                                                                               Patent Rights” means
                                                                                               all right, title and interest in
                                                                                               the Patents and (a) all causes
                                                                                               of action (whether currently pending,
                                                                                               filed, or otherwise) and other
                                                                                               enforcement rights under the Patents
                                                                                               including, without limitation,
                                                                                               all rights to sue, to countersue
                                                                                               and to pursue damages, injunctive
                                                                                               relief, and any other remedies
                                                                                               of any kind for past, current and
                                                                                               future infringement; and (b) all
                                                                                               rights to recover and collect settlement
                                                                                               arrangements, license payments
                                                                                               (including lump sum payments),
                                                                                               royalties and other payments due
                                                                                               now or hereafter due or payable
                                                                                               with respect thereto, under or
                                                                                               on account of any of the Patents
                                                                                               or any of the foregoing; and (c)
                                                                                               any and all privileges, including
                                                                                               the benefit of all attorney-client
                                                                                               privilege and attorney work product
                                                                                               privilege.



 


		2.3	“Entity”
                                                                                               means any corporation, partnership,
                                                                                               limited liability company, association,
                                                                                               joint stock company, trust, joint
                                                                                               venture, unincorporated organization,
                                                                                               governmental entity (or any department,
                                                                                               agency, or political subdivision
                                                                                               thereof) or any other legal entity.



 


		2.4	“Executed
                                                                                               Assignment” means
                                                                                               an executed original of the Patent
                                                                                               Assignment Agreement in Exhibit
                                                                                               B.



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 






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		2.5	“Patents”
                                                                                               means each and all of the patents
                                                                                               and patent applications listed
                                                                                               on Exhibit A hereto,
                                                                                               all reissues, reexaminations, extensions,
                                                                                               continuations, continuations in
                                                                                               part, continuing prosecution applications,
                                                                                               provisionals and divisions of such
                                                                                               patents, and any patents or patent
                                                                                               applications which correspond to
                                                                                               or claim priority to any of the
                                                                                               foregoing, and all foreign counterparts
                                                                                               of the foregoing, whether or not
                                                                                               listed on Exhibit A.



 


		2.6	“Person”
                                                                                               means any individual or Entity.



 


		3.	Document
                                                                                                                         Delivery;
                                                                                                                         Consideration
                                                                                                                         and Reports



 


		3.1	Due
                                                                                               Diligence; Document Delivery.



 


(a)              As
of the Effective Date, Seller shall make available to Purchaser, at the offices of counsel to Seller, the patent prosecution files
and all other documents, communications and files (electronic or otherwise) relating to the Assigned Patent Rights in possession
or control of Seller and Seller’s agents, counsel and related parties that pertain to the ownership, prosecution, maintenance
and enforcement of the Patents, excluding any privileged material and anything related to Seller’s offer for sale of the
Patents (collectively, the “Due Diligence Material”). Any non-public document included in the Due Diligence Material
shall be treated as confidential information by Purchaser in accordance with the provisions set forth in Section 8.5 below.


 


(b)              On
the Closing Date, Seller shall send to Purchaser, via Federal Express or other reliable overnight delivery service or by hand
delivery, the originals of the patent prosecution files and all other documents, communications and files (electronic or otherwise)
relating to the Assigned Patent Rights in possession or control of Seller and Seller’s agents, counsel and related parties
that pertain to the ownership, prosecution, maintenance and enforcement of the Patents, including, but not limited to those documents
listed on the Document Request Form attached hereto as Exhibit C (collectively, the “Documents”)
and, in addition, will sign the affidavit attached to the Document Request Form as Attachment 1 or, alternatively, the affidavit
attached to the Document Request Form as Attachment 2.


 


		3.2	Consideration
                                                                                               for the Patents. In consideration
                                                                                               for the Patents and subject to
                                                                                               the consummation of the Closing
                                                                                               (as defined below), Seller shall
                                                                                               be entitled to the following:



 


(a)              Cash
Payment. A cash payment of two million one hundred thousand U.S. dollars ($2,100,000) payable upon Closing.


 


(b)              Possible
Future Cash Payment. [***].


 


For
the purposes hereof:


 


“Cash” shall mean
cash, but only at such time as actually received and Cash Equivalents but only at such time that the Cash Equivalent is converted
to cash.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



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“Cash Equivalents”
shall mean notes, indebtedness (including earn-out or contingent payment obligations), equity, debt securities (including instruments
convertible into equity or debt securities) and other instruments and other tangible assets and patents, all to the extent convertible
into cash (less the taxes required to be paid by Purchaser upon its receipt of such notes, indebtedness, equity securities or
other instruments and other tangible assets and patents, but inclusive of any such taxes thereafter actually collected by Purchaser).
Purchaser will take all reasonable actions to avoid paying/minimizing any such taxes and will cooperate
with Seller using commercially reasonable efforts to obtain for Seller a tax credit for the portion of the tax paid by Purchaser
on Cash Equivalents.  


 


[***].


 


(c)    Right to Convert
Possible Future Cash Payment. In addition to 3.2(a) and 3.2(b), as part of the consideration to Seller for the sale and assignment
of the Patents, Seller is hereby granted the right to convert its right to Recoveries under Section 3.2(b) (the “Back-End
Right”) into equity of SNIP, Inc., a State of Delaware corporation and the sole interest holder of Purchaser (“SNIP”),
pursuant to the terms set forth herein. If SNIP offers to sell Securities in itself (with “sale of Securities” defined
as any sale, option to purchase, trade, merger, stock swap or similar transaction involving Securities of SNIP), Seller shall
be offered the right to convert the Back-End Right, in whole or in part, into Securities of the type issued in the sale of Securities
transaction.  The Securities shall be valued at the best price offered at such time to any third party, and the Back-End
Right right shall be valued at the reasonable discretion of SNIP.  Seller may, within seven (7) days of the determination
of the value of the Back-End Right, exercise or decline to exercise the conversion right granted herein, in whole or in part,
in its sole discretion.  In the event Seller decides to exercise the conversion right with respect to the entire Back-End
Right, Seller’s rights under Section 3.2(b) shall terminate and if Seller decides to exercise the conversion right with
respect to part of the Back-End Right, Seller’s rights under Section 3.2(b) shall terminate with respect to that part of
the Back-End Right which was so converted. At the time Seller is offered the right to convert, Seller
shall be entitled to customary public-company investor information rights and any other information reasonable required by an
investor in a publically traded company to perform an investor’s due diligence.  Paragraphs 3.2(b) and 3.2(c) shall
survive closing of the transaction described in this Agreement.


 


Purchaser hereby represents, warrants
and covenants that SNIP is its sole interest holder and shall remain it sole interest holder for as long as it holds the Assigned
Patent Rights.


 


“New Securities” means
any membership interests or equity securities of SNIP , whether now or hereafter authorized, and rights, options, or warrants
to purchase said membership interests or securities, but shall not include membership interests or securities or options therefor
to directors, officers, employees or consultants of SNIP in connection with their service to SNIP.


 


		3.3	Payment
                                                                                               Procedures. All Payments made
                                                                                               by Purchaser pursuant to this Agreement
                                                                                               shall be made by wire transfer
                                                                                               to an account specified by Seller
                                                                                               at such times and in accordance
                                                                                               with the provisions of Sections
                                                                                               3.2 (and until another account
                                                                                               is designated in writing to Purchaser
                                                                                               by Seller, to the account identified
                                                                                               in Exhibit D).



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



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		3.4	Reports.
                                                                                               Simultaneous with any wire transfer
                                                                                               or receipt of Cash Equivalents
                                                                                               pursuant to Section 3.3 but not
                                                                                               less than annually, Purchaser shall
                                                                                               provide Seller a report detailing
                                                                                               the Cash and Cash Equivalents received
                                                                                               as Recoveries during the quarter
                                                                                               and Cash Equivalents retained from
                                                                                               prior Recoveries (including management’s
                                                                                               estimated cash value of all outstanding
                                                                                               Cash Equivalents which have not
                                                                                               been converted to Cash) and will
                                                                                               provide such supporting documentation
                                                                                               as may reasonably be requested
                                                                                               by Seller (subject to appropriate
                                                                                               and customary confidentiality obligations
                                                                                               as may be required in order to
                                                                                               disclose such documentation to
                                                                                               Seller).



 


		4.	Transfer
                                                                                                                         of Patents
                                                                                                                         and Additional
                                                                                                                         Rights



 


		4.1	Assignment
                                                                                               of Patents. Seller hereby sells,
                                                                                               assigns, transfers and conveys
                                                                                               to Purchaser all right, title and
                                                                                               interest in and to the Assigned
                                                                                               Patent Rights and at Closing will
                                                                                               provide Purchaser with the Executed
                                                                                               Assignment for the Assigned Patent
                                                                                               Rights.



 


		4.2	Additional
                                                                                               Patents. Seller hereby represents
                                                                                               and warrants to Purchaser that
                                                                                               the only patents, reissues,
                                                                                               reexaminations, extensions, continuations,
                                                                                               continuations in part, continuing
                                                                                               prosecution applications, provisionals
                                                                                               and divisions of the Patents and
                                                                                               patents and patent applications
                                                                                               that claim priority to any of the
                                                                                               foregoing are
                                                                                               listed on Exhibit A, including
                                                                                               any foreign counterparts thereof.
                                                                                               In the event that Purchaser discovers,
                                                                                               at any time during the Term, any
                                                                                               patents, reissues, reexaminations,
                                                                                               extensions, continuations, continuations
                                                                                               in part, continuing prosecution
                                                                                               applications, provisionals and/or
                                                                                               divisions of the Patents or patents
                                                                                               and patent applications that claim
                                                                                               priority to any of the foregoing,
                                                                                               or any foreign counterparts thereof
                                                                                               that are owned
                                                                                               by Seller (the “Additional
                                                                                               Patents”),
                                                                                               then
                                                                                               the Additional Patents shall be
                                                                                               sold, including by transferring,
                                                                                               assigning and setting over, to
                                                                                               Purchaser, all right, title and
                                                                                               interest thereto, for no additional
                                                                                               consideration, and the Additional
                                                                                               Patents shall be deemed “Patents”,
                                                                                               as applicable, under this Agreement,
                                                                                               for all intents and purposes. In
                                                                                               such event, the Parties shall sign
                                                                                               an amended Exhibit A to
                                                                                               add the Additional Patents thereto
                                                                                               and in the event that Purchaser’s
                                                                                               notification to Seller is subsequent
                                                                                               to the Closing, then the Parties
                                                                                               shall conduct a subsequent closing
                                                                                               and the provisions of Section 5.1
                                                                                               shall apply to the sale, assignment
                                                                                               transfer and setting over to Purchaser
                                                                                               of the Additional Patents, mutatis
                                                                                               mutandis.



 


		4.3	Non-Assumption
                                                                                               of Liabilities. It is expressly
                                                                                               understood and agreed that Purchaser
                                                                                               shall not be liable for and hereby
                                                                                               disclaims any assumption of any
                                                                                               of the obligations, claims or liabilities
                                                                                               of Seller and/or Seller’s
                                                                                               Affiliates and/or of any third
                                                                                               party of any kind or nature whatsoever
                                                                                               arising from or in connection with
                                                                                               any circumstances, causes of action,
                                                                                               breach, violation, default or failure
                                                                                               to perform with respect to the
                                                                                               Assigned Patent Rights prior to
                                                                                               the assignment and sale thereof
                                                                                               to Purchaser.



 


		4.4	Use
                                                                                               of Name. Seller, retroactively
                                                                                               as of the date of formation of
                                                                                               Purchaser, grants Purchaser a right
                                                                                               and license to use the name “Bascom”
                                                                                               in connection with Purchaser’s
                                                                                               business.



 


		5.	Closing
                                                                                                                         and Additional
                                                                                                                         Obligations



 


		5.1	The
                                                                                               closing of the purchase and sale
                                                                                               of the Assigned Patent Rights (the
                                                                                               “Closing”)
                                                                                               shall take place within fourteen
                                                                                               (14) days following Seller’s
                                                                                               compliance with Seller’s
                                                                                               obligations under Section 3.1(a)
                                                                                               above ( the “Closing
                                                                                               Date”) and subject
                                                                                               to the conditions to Closing set
                                                                                               forth in Section 5.1(b) below having
                                                                                               been previously and/or simultaneously
                                                                                               met.



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.  



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		(a)	At
                                                                                                       the Closing, Seller shall
                                                                                                       execute and deliver to
                                                                                                       Purchaser the Executed
                                                                                                       Assignment and a
                                                                                                       copy of any and all approvals
                                                                                                       required in order to execute,
                                                                                                       deliver and perform this
                                                                                                       Agreement and the transactions
                                                                                                       contemplated hereunder.



 


		(b)	Purchaser
                                                                                                       and LinkSpace, LLC shall
                                                                                                       execute that certain License
                                                                                                       Agreement, dated as of
                                                                                                       the date of Closing (the
                                                                                                       “License Agreement”).



 


		(c)	The
                                                                                                       obligation of Purchaser
                                                                                                       to consummate the Closing
                                                                                                       is subject to the following
                                                                                                       conditions:



 


		(i)	Seller
                                                                                                      shall have performed all
                                                                                                      of Seller’s obligations
                                                                                                      hereunder required to be
                                                                                                      performed by it at or prior
                                                                                                      to the Closing;



 


		(ii)	the
                                                                                                       representations
                                                                                                       and
                                                                                                       warranties of Seller contained
                                                                                                       in this Agreement shall
                                                                                                       be true at and as
                                                                                                       of
                                                                                                       the Closing,
                                                                                                       as if the Closing was substituted
                                                                                                       for the date in such representations
                                                                                                       and warranties;



 


		(iii)	the
                                                                                                        completion
                                                                                                        to the satisfaction of
                                                                                                        Purchaser of its review
                                                                                                        of the Due Diligence Material
                                                                                                        provided under Section
                                                                                                        3.1(a) and its financial,
                                                                                                        commercial, intellectual
                                                                                                        property and legal due
                                                                                                        diligence examination
                                                                                                        of the Assigned Patent
                                                                                                        Rights. In this regard
                                                                                                        Purchaser
                                                                                                        may terminate this Agreement
                                                                                                        and not consummate the
                                                                                                        Closing, at its sole discretion,
                                                                                                        based on the results of
                                                                                                        the Purchaser's due diligence
                                                                                                        examination of the Due
                                                                                                        Diligence Material, the
                                                                                                        Assigned Patent Rights
                                                                                                        or any other matter;



 


		(iv)	all
                                                                                                       proceedings in connection
                                                                                                       with the transactions contemplated
                                                                                                       by this Agreement shall
                                                                                                       have been performed by
                                                                                                       Seller, all documents and
                                                                                                       instruments incident to
                                                                                                       such transactions and reasonably
                                                                                                       requested by Purchaser
                                                                                                       shall be reasonably satisfactory
                                                                                                       in substance and form to
                                                                                                       Purchaser and its counsel,
                                                                                                       shall have been executed
                                                                                                       and Purchaser and its counsel
                                                                                                       shall have received counterpart
                                                                                                       originals or certified
                                                                                                       or other copies
                                                                                                       of such
                                                                                                       documents and instruments
                                                                                                       as Purchaser or its counsel
                                                                                                       may reasonably request.



 


		5.2	Inventor
                                                                                               Agreements. Seller will make
                                                                                               every reasonable effort to cooperate
                                                                                               with Purchaser and Purchaser’s
                                                                                               counsel in obtaining and delivering
                                                                                               to Purchaser inventor agreements,
                                                                                               in the form attached hereto as
                                                                                               Exhibit E,
                                                                                               signed by each of the inventors
                                                                                               under the Patents and, if asked
                                                                                               by such inventors, will encourage
                                                                                               the inventors to so sign the inventor
                                                                                               agreements.



 


		5.3	Further
                                                                                                   Cooperation At the reasonable
                                                                                                   request of Purchaser, Seller
                                                                                                   will execute and deliver such
                                                                                                   other instruments and do and
                                                                                                   perform such other acts and
                                                                                                   things as may be necessary
                                                                                                   or desirable for effecting
                                                                                                   completely the consummation
                                                                                                   of the transactions contemplated
                                                                                                   hereby, including execution,
                                                                                                   acknowledgment and recordation
                                                                                                   of other such papers for fully
                                                                                                   perfecting and conveying unto
                                                                                                   Purchaser the benefit of the
                                                                                                   transactions contemplated hereby.



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.  



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		5.4	Payment
                                                                                               of Fees. Purchaser will pay
                                                                                               any maintenance fees, annuities,
                                                                                               and the like due or payable on
                                                                                               the Patents for the period commencing
                                                                                               thirty (30) days after the Closing
                                                                                               Date.



 


		6.	Representations
                                                                                                                         And Warranties
                                                                                                                         Of Seller



 


Seller hereby represents and warrants
to Purchaser as follows that, as of the Effective Date:


 


		6.1	Authority.
                                                                                               Seller has the full power and authority,
                                                                                               and has obtained all third party
                                                                                               consents, approvals or other authorizations
                                                                                               required, to enter into this Agreement
                                                                                               and to carry out Seller’s
                                                                                               obligations hereunder, including,
                                                                                               without limitation, the assignment
                                                                                               of the Assigned Patent Rights to
                                                                                               Purchaser. This Agreement and the
                                                                                               other transaction documents have
                                                                                               been duly executed and delivered
                                                                                               by Seller, and constitute legal,
                                                                                               valid and binding obligations of
                                                                                               Seller, enforceable in accordance
                                                                                               with their terms.



 


		6.2	Non-Contravention.
                                                                                               Seller’s execution, delivery,
                                                                                               and performance of Seller’s
                                                                                               obligations under this Agreement
                                                                                               will not conflict with or violate
                                                                                               any laws to which Seller is subject,
                                                                                               or any agreement or other obligation
                                                                                               of Seller or binding upon Seller’s
                                                                                               assets or result in the creation
                                                                                               or imposition of any mortgage,
                                                                                               lien, charge, pledge, security
                                                                                               interest, other encumbrance or
                                                                                               third party right upon any of the
                                                                                               Assigned Patent Rights.



 


		6.3	Title
                                                                                               and Contest. Seller owns all
                                                                                               right, title, and interest to the
                                                                                               Assigned Patent Rights, including
                                                                                               all right, title, and interest
                                                                                               to sue for infringement of the
                                                                                               Patents and all attorney-client
                                                                                               privilege. The Assigned Patent
                                                                                               Rights are free and clear of all
                                                                                               liens, claims, mortgages and security
                                                                                               interests. There are no actions,
                                                                                               suits, investigations, claims or
                                                                                               proceedings threatened, pending
                                                                                               or in progress relating in any
                                                                                               way to the Assigned Patent Rights.
                                                                                               Seller is not obligated or under
                                                                                               any liability whatsoever to make
                                                                                               any payments by way of royalties,
                                                                                               fees or otherwise to any owner
                                                                                               or licensee of, or other claimant
                                                                                               with respect to the use of any
                                                                                               of the Assigned Patent Rights or
                                                                                               subject matter disclosed and claimed
                                                                                               in the Patents or in connection
                                                                                               with the licensing or sale of any
                                                                                               of the Assigned Patent Rights to
                                                                                               third parties.



 


		6.4	No
                                                                                               Preexisting Licenses.  No
                                                                                               exclusive or non-exclusive licenses
                                                                                               under the Patents or interest or
                                                                                               rights in any of the Assigned Patent
                                                                                               Rights have ever been granted other
                                                                                               than to LinkSpace LLC, a limited
                                                                                               liability company wholly owned
                                                                                               by the Seller (“LinkSpace”),
                                                                                               which has been operating under
                                                                                               an implied non-exclusive, non-transferrable,
                                                                                               and non-sublicensable license.
                                                                                               At the Closing, this license shall
                                                                                               be terminated and LinkSpace shall
                                                                                               enter into the License Agreement
                                                                                               with Purchaser.



 


		6.5	Enforcement.
                                                                                               Seller has not put a third party
                                                                                               on notice of actual or potential
                                                                                               infringement of any of the Patents.
                                                                                               Seller has not discussed with or
                                                                                               invited any third party to enter
                                                                                               into a license under any of the
                                                                                               Patents. Seller has not initiated
                                                                                               any enforcement action with respect
                                                                                               to any of the Patents.



 


		6.6	Patent
                                                                                               Office Proceedings. To Seller’s
                                                                                               best knowledge, none of the Patents
                                                                                               has been or is currently involved
                                                                                               in any reexamination, reissue,
                                                                                               interference proceeding, or any
                                                                                               similar proceeding, or that any
                                                                                               such proceedings are pending or
                                                                                               threatened.



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.  



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		6.7	Prosecution
                                                                                               Obligations; Fees. No actions
                                                                                               must be taken by Seller before
                                                                                               any governmental entity (including
                                                                                               the United States Patent and Trademark
                                                                                               Office or equivalent authority
                                                                                               anywhere in the world) within thirty
                                                                                               (30) days of the Closing Date with
                                                                                               respect to any of the Assigned
                                                                                               Patent Rights. All maintenance
                                                                                               fees, annuities, and the like due
                                                                                               or payable on the Patents until
                                                                                               the lapse of thirty (30) days following
                                                                                               the Closing Date have been timely
                                                                                               paid. For the avoidance of doubt,
                                                                                               such timely payment includes payment
                                                                                               of registration, maintenance, and
                                                                                               renewal fees for which the fee
                                                                                               payment window has opened even
                                                                                               if the surcharge date is in the
                                                                                               future.



 


		6.8	Validity
                                                                                               and Enforceability. To Seller's
                                                                                               knowledge, the Patents have never
                                                                                               been found invalid or unenforceable
                                                                                               for any reason in any administrative,
                                                                                               arbitration, judicial or other
                                                                                               proceeding, and there are no proceedings
                                                                                               or actions before any governmental
                                                                                               entity (including the United States
                                                                                               Patent and Trademark Office or
                                                                                               equivalent authority anywhere in
                                                                                               the world) in which claims are
                                                                                               or were raised relating to the
                                                                                               validity, enforceability, scope,
                                                                                               ownership or infringement of any
                                                                                               of the Patents. Seller does not
                                                                                               know of and has not received any
                                                                                               notice or information of any kind
                                                                                               from any source suggesting that
                                                                                               the Patents may be invalid or unenforceable.
                                                                                               To Seller’s knowledge, neither
                                                                                               Seller nor any of its Affiliates
                                                                                               owns or controls any other intellectual
                                                                                               property that would be infringed
                                                                                               as the result of the exercise of
                                                                                               the Assigned Patent Rights by Purchaser,
                                                                                               its Affiliates or their respective
                                                                                               licensees under the Patents.



 


		6.9	Compliance
                                                                                               with Applicable Law. The Patents
                                                                                               are currently in compliance with
                                                                                               all legal requirements (including
                                                                                               payment of filing, examination
                                                                                               and maintenance fees and the filing
                                                                                               of any necessary oaths, proofs
                                                                                               of use or other documents) for
                                                                                               maintaining, registering, filing,
                                                                                               certifying or otherwise perfecting
                                                                                               or recording such Patents.



 


		6.10	Disclaimer.
                                                                                                Other
                                                                                                than the express representations
                                                                                                set forth ABOVE in this Article 6,
                                                                                                Seller makes no EXPRESS
                                                                                                OR IMPLIED WARRANTY OF ANY KIND
                                                                                                WITH RESPECT TO THE ASSIGNED PATENT
                                                                                                RIGHTS AND SELLER DISCLAIMS ALL
                                                                                                IMPLIED WARRANTIES OF MERCHANTABILITY,
                                                                                                FITNESS FOR A PARTICULAR PURPOSE,
                                                                                                OR NON-INFRINGEMENT.



 


		7.	Representations
                                                                                                                         And Warranties
                                                                                                                         Of Purchaser.



 


Purchaser hereby represents and warrants
to Seller as follows that, as of the Effective Date:


 


		7.1	Purchaser
                                                                                               is a Virginia corporation.



 


		7.2	Purchaser
                                                                                               has the full power and authority,
                                                                                               and has obtained all third party
                                                                                               consents, approvals or other authorizations
                                                                                               required, to enter into this Agreement
                                                                                               and to carry out its obligations
                                                                                               hereunder.



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.  



    	7



    	 



    

 


		7.3	Purchaser’s
                                                                                               execution, delivery, and performance
                                                                                               of its obligations under this Agreement
                                                                                               will not conflict with or violate
                                                                                               any laws to which Purchaser is
                                                                                               subject, or any agreement or other
                                                                                               obligation directly or indirectly
                                                                                               applicable to Purchaser or binding
                                                                                               upon Purchaser’s assets.



 


		8.	Miscellaneous



 


		8.1	Limitation
                                                                                               of Liability. SELLER’S
                                                                                               TOTAL LIABILITY UNDER THIS AGREEMENT
                                                                                               WILL NOT EXCEED THE TOTAL AMOUNT
                                                                                               PAID BY PURCHASER TO SELLER UNDER
                                                                                               THIS AGREEMENT.



 


		8.2	Limitation
                                                                                               on Consequential Damages. NEITHER
                                                                                               PARTY WILL HAVE ANY OBLIGATION
                                                                                               OR LIABILITY (WHETHER IN CONTRACT,
                                                                                               WARRANTY, TORT (INCLUDING NEGLIGENCE)
                                                                                               OR OTHERWISE, AND NOTWITHSTANDING
                                                                                               ANY FAULT, NEGLIGENCE (WHETHER
                                                                                               ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION,
                                                                                               STRICT LIABILITY OR PRODUCT LIABILITY),
                                                                                               FOR COVER OR FOR ANY INCIDENTAL,
                                                                                               INDIRECT OR CONSEQUENTIAL DAMAGES
                                                                                               OR LOSS OF REVENUE, PROFIT, SAVINGS
                                                                                               OR BUSINESS ARISING FROM OR OTHERWISE
                                                                                               RELATED TO THIS AGREEMENT, EVEN
                                                                                               IF A PARTY OR ITS EMPLOYEES HAVE
                                                                                               BEEN ADVISED OF THE POSSIBILITY
                                                                                               OF SUCH DAMAGES.



 


		8.3	Compliance
                                                                                               With Laws. Notwithstanding
                                                                                               anything contained in this Agreement
                                                                                               to the contrary, the obligations
                                                                                               of the parties will be subject
                                                                                               to all laws, present and future,
                                                                                               of any government having jurisdiction
                                                                                               over the parties and this transaction,
                                                                                               and to orders, regulations, directions
                                                                                               or requests of any such government.



 


		8.4	Assignment.
                                                                                               No Party shall assign nor transfer
                                                                                               this Agreement or any right, benefit
                                                                                               or obligation hereunder, including
                                                                                               by a change of control (which shall
                                                                                               be deemed an assignment and similarly
                                                                                               limited), operation of law or otherwise
                                                                                               without the prior written consent
                                                                                               of the other Party hereto (which
                                                                                               shall not be unreasonably withheld),
                                                                                               except that Seller may assign its
                                                                                               rights, benefits and obligations
                                                                                               under this Agreement to an Affiliate
                                                                                               or to any Person that acquires,
                                                                                               by purchase of stock, purchase
                                                                                               of assets, merger, or other form
                                                                                               of transaction, all or substantially
                                                                                               all of the business and assets
                                                                                               of such Party relating to this
                                                                                               Agreement; provided that the License
                                                                                               Agreement shall be assignable only
                                                                                               in accordance with and subject
                                                                                               to the provisions thereof. Subject
                                                                                               to the above in this Section 8.4,
                                                                                               this Agreement shall be binding
                                                                                               upon and inure to the benefit of
                                                                                               the Parties hereto and their respective
                                                                                               successors and assigns. Any attempted
                                                                                               assignment in violation of this
                                                                                               Section 8.4 shall be void.



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.  



    	8



    	 



    

 


		8.5	Confidentiality
                                                                                               of Terms. The Parties hereto
                                                                                               will keep the terms and existence
                                                                                               of this Agreement and the identities
                                                                                               of the Parties and their Affiliates
                                                                                               hereto confidential and will not
                                                                                               now or hereafter divulge any of
                                                                                               this information to any third party
                                                                                               except (a) with the prior
                                                                                               written consent of the other Party;
                                                                                               (b) as otherwise may be required
                                                                                               by law or legal process, including
                                                                                               in confidence to legal and financial
                                                                                               advisors in their capacity of advising
                                                                                               a Party in such matters, and including
                                                                                               without limitation for the purposes
                                                                                               of disclosure in connection with
                                                                                               the Securities and Exchange Act
                                                                                               of 1934, as amended, the Securities
                                                                                               Act of 1933, as amended, and any
                                                                                               other reports filed with the Securities
                                                                                               and Exchange Commission; (c) during
                                                                                               the course of litigation, so long
                                                                                               as the disclosure of such terms
                                                                                               and conditions is restricted in
                                                                                               the same manner as is the confidential
                                                                                               information of other litigating
                                                                                               parties; (d) in confidence
                                                                                               to its legal counsel, accountants,
                                                                                               banks and financing sources and
                                                                                               their advisors solely in connection
                                                                                               with complying with financial transactions;
                                                                                               (e) by Purchaser, in order
                                                                                               to perfect Purchaser’s interest
                                                                                               in the Assigned Patent Rights with
                                                                                               any governmental patent office
                                                                                               (including, without limitation,
                                                                                               recording the Executed Assignment
                                                                                               in any governmental patent office);
                                                                                               (f) by Purchaser, to enforce
                                                                                               Purchaser’s right, title
                                                                                               and interest in and to the Assigned
                                                                                               Patent Rights; or (g) by either
                                                                                               Party, to enforce its rights under
                                                                                               the Agreement; provided that, in
                                                                                               (b) through (g) above, (i) the
                                                                                               disclosing party will use all legitimate
                                                                                               and legal means available to minimize
                                                                                               the disclosure to third parties,
                                                                                               including, without limitation,
                                                                                               seeking a confidential treatment
                                                                                               request or protective order whenever
                                                                                               appropriate or available; and (ii) the
                                                                                               disclosing Party will provide the
                                                                                               other Party with at least ten (10)
                                                                                               days’ prior written notice
                                                                                               of such disclosure.



 


		8.6	Governing
                                                                                               Law; Forum. This Agreement,
                                                                                               its performance and interpretation
                                                                                               shall be governed by the substantive
                                                                                               law of the State of Delaware, USA,
                                                                                               exclusive of its choice of law
                                                                                               rules. The competent courts and
                                                                                               tribunals situated in Wilmington,
                                                                                               State of Delaware, USA shall have
                                                                                               sole and exclusive jurisdiction
                                                                                               in any dispute or controversy arising
                                                                                               out of or relating to this Agreement.



 


		8.7	Notices.
                                                                                               All notices given hereunder will
                                                                                               be given in writing, will refer
                                                                                               to this Agreement and will be:
                                                                                               (i) personally delivered,
                                                                                               (ii) delivered prepaid by
                                                                                               an internationally recognized express
                                                                                               courier service, or (iii) sent
                                                                                               postage prepaid registered or certified
                                                                                               U.S. mail (return receipt requested)
                                                                                               to the address set forth below:



 

	If to Seller	If to Purchaser
	Thomas L. Bascom	Bascom Linking Intellectual Property, LLC
	Tel:	Tel:
	Fax:	Fax:
	Email:	Email:
	7025 Elizabeth Drive	240 East 76th Street, 11B
	McLean, VA 22101	New York, NY 10021


 


Notices are deemed given on
(a) the date of receipt if delivered personally or by express courier (or if delivery refused, the date of refusal), or (b) the
fifth (5th) calendar day after the date of posting if sent by US mail. Notice given in any other manner will be deemed to have
been given only if and when received at the address of the Person to be notified. Either party may from time to time change its
address for notices under this Agreement by giving the other party written notice of such change in accordance with this Section.


 


		8.8	Relationship
                                                                                               of Parties. The Parties are
                                                                                               independent contractors and not
                                                                                               partners, joint venturers, or agents
                                                                                               of the other. Neither Party assumes
                                                                                               any liability of or has any authority
                                                                                               to bind, or control the activities
                                                                                               of, the other.



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.  



    	9



    	 



    

 


		8.9	Severability.
                                                                                               If any provision of this Agreement
                                                                                               is found to be invalid or unenforceable,
                                                                                               then the remainder of this Agreement
                                                                                               will have full force and effect,
                                                                                               and the invalid provision will
                                                                                               be modified, or partially enforced,
                                                                                               to the maximum extent permitted
                                                                                               to effectuate its original objective.



 


		8.10	Waiver.
                                                                                                Failure by either Party to enforce
                                                                                                any term of this Agreement will
                                                                                                not be deemed a waiver of future
                                                                                                enforcement of that or any other
                                                                                                term in this Agreement or any
                                                                                                other agreement that may be in
                                                                                                place between the Parties.



 


		8.11	Miscellaneous.
                                                                                                This Agreement, including its
                                                                                                exhibits, and the License Agreement,
                                                                                                constitute the entire agreement
                                                                                                between the Parties with respect
                                                                                                to the subject matter hereof,
                                                                                                and merges and supersedes all
                                                                                                prior and contemporaneous agreements,
                                                                                                understandings, negotiations and
                                                                                                discussions. Neither of the Parties
                                                                                                will be bound by any conditions,
                                                                                                definitions, warranties, understandings,
                                                                                                or representations with respect
                                                                                                to the subject matter hereof other
                                                                                                than as expressly provided herein.
                                                                                                The section headings contained
                                                                                                in this Agreement are for reference
                                                                                                purposes only and will not affect
                                                                                                in any way the meaning or interpretation
                                                                                                of this Agreement. No oral explanation
                                                                                                or oral information by either
                                                                                                Party hereto will alter the meaning
                                                                                                or interpretation of this Agreement.
                                                                                                No amendments or modifications
                                                                                                will be effective unless in writing
                                                                                                and signed by authorized representatives
                                                                                                of both Parties. The following
                                                                                                exhibits are attached hereto and
                                                                                                incorporated herein: Exhibit A
                                                                                                (entitled “The Patents”);
                                                                                                Exhibit B (entitled “Patent
                                                                                                Assignment Agreement”);
                                                                                                Exhibit C (entitled “Document
                                                                                                Request Form”); Exhibit
                                                                                                D (entitled “Seller Account
                                                                                                Information”); Exhibit E
                                                                                                (entitled “Inventor Agreements”).



 


		8.12	Counterparts;
                                                                                                Electronic Signature. This
                                                                                                Agreement may be executed in counterparts,
                                                                                                each of which will be deemed an
                                                                                                original, and all of which together
                                                                                                constitute one and the same instrument.
                                                                                                Each Party will execute and deliver
                                                                                                to the other Party a copy of this
                                                                                                Agreement bearing its original
                                                                                                signature. Prior to such execution
                                                                                                and delivery, in order to expedite
                                                                                                the process of entering into this
                                                                                                Agreement, the Parties acknowledge
                                                                                                that Transmitted Copies of this
                                                                                                Agreement will be deemed original
                                                                                                documents. “Transmitted
                                                                                                Copies” means copies
                                                                                                that are reproduced or transmitted
                                                                                                via email of a .pdf file, photocopy,
                                                                                                facsimile or other process of
                                                                                                complete and accurate reproduction
                                                                                                and transmission.



 


In witness whereof,
the Parties have caused this Patent Purchase Agreement to be executed as of the Effective Date by their respective duly authorized
representatives.


 


	THOMAS L. BASCOM	Bascom Linking Intellectual Property, LLC
	 	By: SNIP Inc., its Managing Member
	By:	/s/ Thomas L. Bascom	 	By:	/s/ Mark Marmer	 
	 	 
	 	Name: Mark Marmer
	 	Title: President
	 	 	 	 	 	 





Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	10



    	 



    

 


Exhibit A


THE PATENTS


Patents


	Patent	 	Serial

    Number	 	Title	 	Date Filed	 	Date

    Issued
	7,111,232	 	10/090,740	 	Method and system for making document objects available to users of a network	 	3/6/2002	 	9/19/2006
	7,139,974	 	10/090,739	 	Framework for managing document objects stored on a network	 	3/6/2002	 	11/21/2006
	7,158,971	 	10/118,918	 	Method for searching document objects on a network	 	4/10/2002	 	1/2/2007
	7,386,792	 	10/050,515	 	System and method for collecting, storing, managing and providing categorized information related to a document object	 	1/18/2002	 	6/10/2008
	7,389,241	 	10/118,093	 	Method for users of a network to provide other users with access to link relationships between documents	 	4/9/2002	 	6/17/2008
	7,702,521	 	11/978,658	 	Method for users of a network to provide other users with access to link relationships between documents	 	10/30/2007	 	4/20/2010


 


Pending applications


	Serial
 Number	 	Date Filed	 	Title	 	Status
	11/979,260	 	10/31/2007	 	System and method for collecting, storing, managing and providing categorized information related to a document object	 	Pending
	11/543,862	 	10/6/2006	 	Method for searching document objects on a network	 	Pending
	11/601,645	 	11/20/2006	 	Framework for managing document objects stored on a network	 	Pending
	13/432,642	 	3/28/2012	 	Method for searching document objects on a network (Continuation of 7,158,971)	 	 Pending


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	11



    	 



    

 


Exhibit B


EXECUTED ASSIGNMENT


 


THIS PATENT ASSIGNMENT AGREEMENT (the
“Agreement”), is made and entered into this ____ day of ___________, 2012 (the “Effective
Date”), by and between Thomas L. Bascom, an individual, residing at 7025 Elizabeth Drive, McLean VA 22101 (“Assignor”)
and Bascom Linking Intellectual Property, LLC, a State of Virginia limited liability company ("Assignee")
(each a “Party” and collectively the “Parties”).


 


WHEREAS, Assignor is the owner of all
rights, title and interest in and to the United States patents and patent applications as listed on Schedule A (United States
patent properties) and Schedule B (foreign patent properties) hereto (collectively the “Patents”);


 


WHEREAS, Assignor and Assignee have agreed
by a Patent Purchase Agreement (the “Purchase Agreement”) dated _______________, 2012, by and between Assignor and
Assignee, the terms of which are incorporated herein by reference, that Assignor shall sell, transfer, assign and set over unto
Assignee and Assignee shall accept, all rights, title and interest in and to the Patents as specified in this Agreement;


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements of the Parties and pursuant to the Purchase Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:


 


		I.	ASSIGNMENT



 


		1.	Assignor hereby sells, transfers, assigns
                                                           and sets over to Assignee all rights, title and interest (for all countries)
                                                           in and to the Patents, and all the rights and privileges under any
                                                           letters patent that may be granted under any continuations, divisions,
                                                           reissues, reexaminations, renewals and extensions therefor and thereon
                                                           and all continuations, divisions, reissues, reexaminations, renewals
                                                           and extensions thereof; and all applications for industrial property
                                                           protection, including without limitation, all applications for patents
                                                           and utility models, which may hereafter be filed for said Patents in
                                                           any country or countries, together with the right to file such applications
                                                           and the right to claim for the same the priority rights derived from
                                                           the Patents under the patent laws of the United States, the International
                                                           Convention for the Protection of Industrial Property, or any other
                                                           international agreement or the domestic laws of the country in which
                                                           any such application is filed, as may be applicable; and all applications
                                                           for industrial property protection, including, without limitation,
                                                           all applications for patents and utility models which may hereafter
                                                           be filed for said Patents in any country or countries, together with
                                                           the right to file such applications; and all forms of industrial property
                                                           protection, including, without limitation, patents, utility models,
                                                           and inventors’ certificates which may be granted for said Patents
                                                           in any country or countries and all extensions, renewals and reissues
                                                           thereof.



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	12



    	 



    

 


		2.	Assignor hereby authorizes and requests
                                                            the Commissioner of Patents and Trademarks of the United States and
                                                            any official of any country or countries foreign to the United States,
                                                            whose duty is to issue patents or other evidence or forms of industrial
                                                            property on applications as aforesaid, to issue the same to Assignee,
                                                            it successors, assigns and legal representatives, or to such nominees
                                                            as it may designate.



 


		3.	Assignor agrees that, whenever reasonably
                                                           requested by Assignee, Assignor will take reasonable efforts to execute
                                                           all papers, take all rightful oaths, and do all acts which may be reasonably
                                                           necessary for securing and maintaining rights to the Patents in any
                                                           country and for vesting title thereto in Assignee, its successors,
                                                           assigns and legal representatives or nominees.



 


		4.	Assignor authorizes and empowers Assignee,
                                                           its successors, assigns and legal representatives or nominees, to invoke
                                                           and claim for any application for patent , the benefit of the right
                                                           of priority provided by the International Convention for the Protection
                                                           of Industrial Property, as amended, or by any convention which may
                                                           henceforth be substituted for it, or any other international agreement
                                                           or the domestic laws of the country in which any such application is
                                                           filed, as may be applicable, and to invoke and claim such right of
                                                           priority without further written or oral authorization from Assignor.



 


		5.	Assignor hereby consents that a copy
                                                           of this Agreement shall be deemed a full legal and formal equivalent
                                                           of any assignment, consent to file or like document that may be required
                                                           in any country for any purpose and more particularly in proof of the
                                                           right of Assignee or nominee to claim the aforesaid benefit of the
                                                           right of priority provided by the International Convention for the
                                                           Protection of Industrial Property, as amended, or by any convention
                                                           which may henceforth be substituted for it.



 


		6.	All of the rights, title and interest
                                                           in and to the Patents sold, transferred, assigned and set over to Assignee
                                                           hereunder include all income, royalties, damages and payments now or
                                                           hereafter due or payable with respect thereto, and all causes of action
                                                           (whether in law or equity) and the right to sue, counterclaim, and
                                                           recover for the past, present and future infringement of the rights
                                                           assigned or to be assigned hereunder.



 


	Assignor 	 
	 	 	 
	By:	Bascom Linking Intellectual Property, LLC	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Assignee	 
	 	 	 
	By:	Thomas L. Bascom	 


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	13



    	 



    

 


SCHEDULE A


UNITED STATES PATENTS AND PATENT APPLICATIONS


 


U.S. Patents


	Patent	 	Serial

    Number	 	Title	 	Date Filed	 	Date

    Issued
	7,111,232	 	10/090,740	 	Method and system for making document objects available to users of a network	 	3/6/2002	 	9/19/2006
	7,139,974	 	10/090,739	 	Framework for managing document objects stored on a network	 	3/6/2002	 	11/21/2006
	7,158,971	 	10/118,918	 	Method for searching document objects on a network	 	4/10/2002	 	1/2/2007
	7,386,792	 	10/050,515	 	System and method for collecting, storing, managing and providing categorized information related to a document object	 	1/18/2002	 	6/10/2008
	7,389,241	 	10/118,093	 	Method for users of a network to provide other users with access to link relationships between documents	 	4/9/2002	 	6/17/2008
	7,702,521	 	11/978,658	 	Method for users of a network to provide other users with access to link relationships between documents	 	10/30/2007	 	4/20/2010


 


U.S. Pending applications


	Serial
 Number	 	Date Filed	 	Title	 	Status
	11/979,260	 	10/31/2007	 	System and method for collecting, storing, managing and providing categorized information related to a document object	 	Pending
	11/543,862	 	10/6/2006	 	Method for searching document objects on a network	 	Pending
	11/601,645	 	11/20/2006	 	Framework for managing document objects stored on a network	 	Pending
	13/432,642	 	3/28/2012	 	Method for searching document objects on a network (Continuation of 7,158,971)	 	 Pending


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	14



    	 



    

 


SCHEDULE B


FOREIGN PATENTS AND PATENT APPLICATIONS


 


NONE


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	15



    	 



    

 


Exhibit C


 


DOCUMENT REQUEST FORM


 


______ _____, 2012


 


Thomas L. Bascom


7025 Elizabeth Drive


McLean VA 22101


Attn: Tom


 


Re: Documents
related to the Patents as Listed on Exhibit I to the Proposed Purchase Agreement between Bascom Linking Intellectual Property,
LLCand Thomas L. Bascom


 


Dear Mr. Bascom:


 


Reference is made
to the proposed purchase agreement (“Agreement”) between SNIP, Inc. (“Purchaser”) and Thomas
L. Bascom (“Seller”). Defined terms used in this letter are as defined in the Agreement. Purchaser has requested,
pursuant to Section 3.1(b) of the Agreement that Seller deliver the Documents and/or confirm to Purchaser that there are no other
Documents in the custody or control of Seller, Seller’s agents, counsel or related parties.


 


“Documents”
is defined in Section 3.1(b) of the Agreement as “the originals of the patent prosecution files and all other documents,
communications and files (electronic or otherwise) relating to the Assigned Patent Rights in possession or control of Seller and
Seller’s agents, counsel and related parties that pertain to the ownership, prosecution, maintenance and enforcement of
the Patents.” For purposes of clarification only, and without derogating from the definition set forth in Section 3.1(b),
below is a non-exclusive list of documents that fall within this description. Pursuant to Section 3.1(b), Purchaser requests that
Seller conduct a thorough and diligent search for all Documents in Seller’s custody or control, and that of Seller’s
agents, counsel or related parties, including, but not limited to, such Documents which are listed below.


 


		1.	File histories including



		a.	Prosecution file history for the
                                                                Patents listed in Exhibit A of the Agreement (“Patents”),
                                                                including:



		i.	File histories of any Patent
                                                                 including current owner of record, jurisdiction where the application/registration
                                                                 is located; and any application number



		ii.	File histories of any parent,
                                                                  child or other related patents/applications (i.e. those that
                                                                  claim priority to any Patent or that any Patent either claims
                                                                  priority to and/or incorporates by reference) – regardless
                                                                  of whether they are listed in Exhibit A of the Agreement and
                                                                  regardless of whether the related patents are abandoned or alive



		iii.	All communications with, by
                                                                   and to prosecution counsel or agent with respect to the Patents



		b.	Any prior art references that
                                                                have been retained in the files or are otherwise known, including
                                                                whether there are facts, information, or circumstances that would
                                                                constitute prior art, that would render any of the Patents invalid
                                                                or unenforceable, or would have a material adverse effect on any
                                                                pending application for any Patent.



		c.	Pre-filing documents such as:



		i.	Invention disclosure records



		ii.	Inventor notebooks



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	16



    	 



    

 


		iii.	Memos, notes, letters, emails
                                                                   etc. requesting that a patent application be prepared



		iv.	Memos, notes, letters, emails
                                                                  etc. discussing the decision of whether to file a patent application



		v.	Memos, notes, letters, emails
                                                                 etc. discussing or describing any products that the proposed
                                                                 invention relates to



		vi.	Documents, including without
                                                                  limitation any memos, notes, letters, emails, presentations,
                                                                  etc. related to or arising from any efforts to create products
                                                                  based on the proposed inventions, relating to the design, development,
                                                                  marketing, sale, offers for sale, public disclosure, or ownership
                                                                  of the products, the proposed inventions and/or patents, including
                                                                  any agreements with third parties (e.g. joint development (or
                                                                  similar) agreements or non-disclosure agreements).



		vii.	All documents related to the
                                                                   conception, reduction to practice, or development of the invention.



		d.	Post-issuance documents such as:



		i.	Ribbon copies of the Patents



		ii.	Certificates of correction and
                                                                  related documents (notes, memos etc related to requests for
                                                                  correction)



		iii.	Re-examinations; reissues;
                                                                   post grant review/challenges



		e.	Memos regarding payment of maintenance
                                                                fees and/or annuities (including recommendations of whether or
                                                                not to pay maintenance fees)



		2.	Any agreements granting any rights
                                                                under the Patents (including without limitation any licenses,
                                                                releases, covenants not to sue or any other grant or right) related
                                                                to or arising from the Patents and applications (including the
                                                                related patents and applications described in 1.a.i.)



		3.	Any documents discussing enforcement,
                                                                threatened enforcement, investigation of infringement, licensing
                                                                (including all offers to license), liens or charges, valuation,
                                                                granting any rights under any of the claims of the acquired patents
                                                                (including releases, covenants not to sue or any other grant or
                                                                right) or other monetization related to or arising from the Patents
                                                                (regardless of whether they are listed in Exhibit A as described
                                                                in 1.a.ii. above) including:



		a.	Documents that relate in any way
                                                                to an evaluation of the Patents including without limitation documents
                                                                that relate to strengths, weaknesses etc. of the enforceability
                                                                and/or validity of the patents, infringement and/or non-infringement
                                                                of any specific entity or by industries in general



		b.	Documents that relate to the enforceability
                                                                of the Patents



		c.	Documents that relate to the validity
                                                                of the Patents



		d.	Documents that either are, or
                                                                discuss a damages analysis regarding any of the Patents



		4.	Any documents related to marking
                                                                of patented articles including articles made by Seller that were
                                                                or should have been marked, and marking requirements (including
                                                                steps taken to enforce marking requirements) in any agreements
                                                                identified pursuant to request 2 above



		5.	Assignments of the Patents (regardless
                                                                of whether they are listed in Exhibit A as described in 1.a.ii.
                                                                above)



		6.	Any documents relating to governmental
                                                                incentives or other programs relating to the technology underlying
                                                                the Patents.



		7.	Names of law firms and/or individual
                                                                lawyers involved in any of the Patents so that the privileged
                                                                nature of any produced documents can be determined



		8.	Documents related to each named
                                                                inventor of the Patents including:



		a.	Employment agreements with each
                                                                inventor, as applicable



		b.	Patent Assignments signed by each
                                                                inventor, as applicable



		c.	Invention Assignments signed by
                                                                each inventor, as applicable



		d.	Employment/HR records of each
                                                                inventor, as applicable



		e.	Separation agreements signed by
                                                                any inventor, as applicable



		9.	A list of any actions that must
                                                                be taken by the Company within ninety (90) days of the anticipated
                                                                closing date with respect to the Patents, including the payment
                                                                of any registration, maintenance or renewal fees or the filing
                                                                of any documents, applications or certificates.



 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	17



    	 



    

 


		10.	A list of any proceedings or
                                                                 actions before any governmental entity (including the United
                                                                 States Patent and Trademark Office or equivalent authority anywhere
                                                                 in the world) in which claims are being or were raised relating
                                                                 to the validity, enforceability, scope, ownership or infringement
                                                                 of any of the Patents



		11.	Confirmation in writing that
                                                                 with respect to each Patent, it is currently in compliance with
                                                                 the legal requirements (including payment of filing, examination
                                                                 and maintenance fees and filing of any necessary oaths, proofs
                                                                 of use or other documents) for maintaining, registering, filing,
                                                                 certifying or otherwise perfecting or recording the same with
                                                                 or by such governmental entity, and, if not, the steps required
                                                                 to bring such item into compliance with same



 


Seller is further
requested to execute the applicable affidavit (either Attachment 1 or 2 hereto) and return the executed copy to Purchaser.


 


	 	Regards,


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	18



    	 



    

 


Attachment 1


 


AFFIDAVIT


 


Seller has conducted a thorough and diligent
search for all Documents in Seller’s custody or control and the custody and control of Seller’s agents, counsel and
related parties, and hereby delivers those documents to Purchaser. Seller asserts that there are no Documents that remain in Seller’s
custody or control, or in the custody or control of Seller’s agents, counsel and/or related parties.


 


	 	 
	Thomas L. Bascom	 
	 	 
	Date:	 	 	 
	 	 
	Address:	 
	7025 Elizabeth Drive	 
	McLean VA 22101	 
	 	 	 	 


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	19



    	 



    

 


Attachment 2


 


AFFIDAVIT


 


Seller has conducted a thorough and diligent
search for all Documents in Seller’s custody or control as well as the custody or control of Seller’s agents, counsel
or related parties, and confirms no such Documents exist.


 


	 	 
	Thomas L. Bascom	 
	Date:	 	 	 
	 	 
	Address:	 
	7025 Elizabeth Drive	 
	McLean VA 22101	 
	 	 	 	 


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	20



    	 



    

 


Exhibit D


 


SELLER ACCOUNT INFORMATION


 


Bank:


Account Number:


Routing Number:


Seller Tax ID Number:


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	21



    	 



    

 


Exhibit E


 


INVENTOR AGREEMENT


 


	 	Thomas L. Bascom
	 	7025 Elizabeth Drive
	 	McLean VA 22101


_____________, 2012


 


U.S. Law Firm


 


Re: Consulting Services for Patents


 


Dear Sir/Madam:


 


I am pleased to confirm my engagement
by U.S. Law Offices (the “Firm”) in its capacity for one or more of its clients (the “Company”) to provide
certain consulting services (“the Matter”) related to the patents listed on Annex A attached hereto (“the
Patent(s)”). I understand the identity of the Company, and its interest in the Patent(s), are both highly confidential.


 


My Services


 


I understand that you may intend my work,
opinions, conclusions and communications to be covered by the attorney-client and work product privileges to the extent provided
by law, and I will comply with any requests you make of me that are designed to preserve these privileges. Even in the absence
of a specific request, I will take reasonable measures to maintain information relating to the Matter (including this letter)
in confidence. Further, if I am contacted by anyone other than the Firm seeking release of such information, I will immediately
notify you and cooperate with your instructions. In addition, I understand that you will provide me with instructions regarding
any document retention or document production procedures you expect me to follow. I also understand that this agreement will transfer
to subsequent counsel in the event that the Firm’s relationship with the Company terminates. I will execute any necessary
agreement required to affect such transfer.


I will perform those services or tasks
you request which are within my scope or practice relating to the Patent(s), in accordance with this letter agreement.


 


Fees and Expenses


 


My billing rate is $250.00 per hour. Prior
to commencing any work hereunder, I will prepare a budget for such work, which will be subject to your prior approval. Subject
to our agreement on the budget, I will bill on an hourly basis based on the actual hours worked. I will bill you on a monthly
basis. My invoices will contain detailed descriptions of the work completed. In addition and subject to your prior approval, out
of pocket expenses (including transportation, lodging, meals, communications, supplies, copying, etc.) will be billed at the actual
amounts incurred by me and as against presentation of valid receipts therefor.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	22



    	 



    

 


General Business Terms


 


All right, title and interest in any deliverables
I provide to you, including any work papers, reports or other documents I prepared in the course of this engagement, will become
your sole and exclusive property. I will retain sole and exclusive ownership of all right, title and interest in my work papers,
proprietary information, processes, methodologies, know how and software, provided the same existed prior to the commencement
of my engagement hereunder and, to the extent the same is of general application, anything which I may discover, create or develop
during my provision of services but unrelated to this engagement. To the extent my reports or other documents delivered to you
contain my property, I grant you a non-exclusive, royalty-free license to use it in connection with the subject of the engagement.
I will fully cooperate with you in order to sign, execute, make and do all such deeds, documents, acts and things as may be required
to vest any such ownership rights in your name.


 


With respect to any information supplied
in connection with this engagement and designated by either of us as confidential, or which the other should reasonably believe
is confidential based on the subject matter or the circumstances of its disclosure, the other party agrees to protect the confidential
information in a reasonable and appropriate manner, and use confidential information only to perform its obligations under this
engagement and for no other purpose.


 


Within 30 days after the conclusion of
this engagement, you may request that I (a) return to you all documents or copies of documents that you provided to me as well
as work papers, reports or other documents I prepared in the course of this engagement or (b) destroy such materials, as certified
to you. If you do not timely request one of these options for disposition of materials, I may elect either option. I will have
the right to retain a copy of my reports or work papers for internal use, subject to the confidentiality and non-use provisions
set forth above.


This engagement letter constitutes the
entire understanding and agreement between us with respect to the services described above, supersedes all prior oral and written
communications between us, and may be amended, modified or changed only in writing when signed by both parties.


 


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	23



    	 



    
 

 

* * * * * *

 

Please indicate your agreement to these
terms by signing and returning to me the enclosed copy of this letter. I appreciate the opportunity to be of service to you and
look forward to working with you on this project.


 


	Sincerely,	 
	 	 
	/s/ Thomas L. Bascom	 
	Thomas L. Bascom	 
	7025 Elizabeth Drive, McLean VA 22101	 
	 	 
	Acknowledged & Accepted:	 
	 	 
	 	 
	By:	 
	 	 
	Date:	 	 
	 	 	 


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	24



    	 



    

 


ANNEX A


THE PATENT(S)


 


U.S. Patents


	Patent	 	Serial

    Number	 	Title	 	Date Filed	 	Date

    Issued
	7,111,232	 	10/090,740	 	Method and system for making document objects available to users of a network	 	3/6/2002	 	9/19/2006
	7,139,974	 	10/090,739	 	Framework for managing document objects stored on a network	 	3/6/2002	 	11/21/2006
	7,158,971	 	10/118,918	 	Method for searching document objects on a network	 	4/10/2002	 	1/2/2007
	7,386,792	 	10/050,515	 	System and method for collecting, storing, managing and providing categorized information related to a document object	 	1/18/2002	 	6/10/2008
	7,389,241	 	10/118,093	 	Method for users of a network to provide other users with access to link relationships between documents	 	4/9/2002	 	6/17/2008
	7,702,521	 	11/978,658	 	Method for users of a network to provide other users with access to link relationships between documents	 	10/30/2007	 	4/20/2010


 


U.S. Pending applications


	Serial

    Number	 	Date Filed	 	Title	 	Status
	11/979,260	 	10/31/2007	 	System and method for collecting, storing, managing and providing categorized information related to a document object	 	Pending
	11/543,862	 	10/6/2006	 	Method for searching document objects on a network	 	Pending
	11/601,645	 	11/20/2006	 	Framework for managing document objects stored on a network	 	Pending
	13/432,642	 	3/28/2012	 	Method for searching document objects on a network (Continuation of 7,158,971)	 	 Pending


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 



    	25