Exhibit 10.6


Patent
License Agreement


 


This Patent License Agreement
(“Agreement”) is entered into as of October 1, 2012, by and between OptionTech, LLC, a Texas limited liability
company having its principal place of business in Dallas, Texas hereinafter referred to as “Licensor,” and NCM
Financial, LLC having its principal place of business in Dallas, Texas, hereinafter referred to as “Licensee.”
Sometimes Licensor and Licensee may be referred herein as “Parties.”


 


RECITALS


 


WHEREAS, Licensor owns
the following United States Patent Application Number 11/676,552, with patent number 8,285,627 to be issued on October 9, 2012;


 


WHEREAS, Licensee is desirous
of acquiring an exclusive, world-wide right and license, to make, have made, use and sell, in the financial research and trading
industry only, the subject matter covered by the claims of said Patent and Licensor is willing to grant such a license upon the
terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants, terms and conditions hereinafter expressed, the parties hereto hereby agree as follows:


 


I.DEFINITIONS


 


As used herein, the following
terms shall have the meanings set forth below:


 


1.1“Patent”
or “Patents” means United States Patent No. 8,285,627, along with all foreign counterparts, divisions, continuations
and reissues thereof.


 


1.2“Licensed
Products” means any and all products or systems in the financial research and trading industry which are covered
by, or are produced using a process or utilize a method covered by, or constitute a method of use covered by, the claims of the
Patent.


 


1.3“Commencement
Date” shall be the date first above written.


 


1.4“Field
Of Use” means any use that is involved with, related to, or otherwise connected with the financial research and trading
industry.


 


II.LICENSE GRANT


 


2.1Licensor hereby
grants to Licensee the exclusive, world-wide right and license to make, have made, use and sell Licensed Products in the Field
Of Use. Licensee may sublicense such right and license to Licensee’s customers and to users of Licensee’s and its customer’s
products; provided Licensee remains responsible for payment of the royalty due under Section 3.1 below. Licensee shall not
be deemed to have granted a sublicense unless the same is in writing and references this Agreement.




    	 



    	 



    

 


III.ROYALTIES


 


3.1Licensee agrees
to pay Licensor during the term of this Agreement a royalty of One U.S. Dollar ($1.00) per month for each subscriber to which Licensee
has sold a Licensed Product.


 


3.2For the purpose
of this Article III, a Licensed Product will be considered sold or used when Licensee has billed the subscriber therefor. Royalties
paid on Licensed Products, which are not accepted or are returned by the purchaser within sixty (60) days of delivery shall be
credited to Licensee.


 


3.3Licensee’s
obligation to pay royalties hereunder shall cease upon the earlier of (i) the expiration of the Patents or (ii) the termination
of this Agreement. The Patents shall be deemed to have expired upon the non-payment of the maintenance fee, upon the judgment of
invalidity or unpatentability by a court or administrative agency of competent jurisdiction from which no appeal is taken or can
be taken or upon expiration of the term of the Patents.


 


3.4At the time Licensee
delivers the accounting statement required by Section 8.1 below, Licensee shall simultaneously pay to Licensor a sum equal
to the aggregate payment due based on the information contained in such accounting statement and consistent with this Agreement.


 


IV.INFRINGEMENT CLAIMS


 


Licensor shall, at its
election and expense, have the right, but not the obligation, to prosecute any and all claims against third parties for infringement
of the Patent. Licensor shall also have the right, but not the obligation, to defend any and all claims against the validity of
the Patent by third parties. If Licensor finds it necessary or desirable, it may join the Licensee as a party in any suit or proceeding
against third parties alleging infringement of the Patent. Should Licensor elect not to prosecute or defend or not to continue
to prosecute or defend any claim, action or proceeding described above, it shall promptly give notice thereof to the Licensee and
the Licensee shall have the right, at its own expense, to prosecute or defend or continue the prosecution or defense of such claim,
action or proceeding.


 


V. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF LICENSOR


 


5.1Licensor represents
and warrants to Licensee that Licensor is the sole owner of the Patent, free and clear of all liens and encumbrances, and has the
full power and authority to grant the license provided for in this Agreement.


 


5.2Licensor represents
and warrants that the license granted to Licensee hereunder does not and will not conflict with or violate the terms of any agreement
between Licensor and any third party.




    	 



    	 



    

 


 


5.3To the knowledge
of Licensor, the Patent does not conflict with or infringe upon the property rights of any other person, and no person has asserted
any such conflict or infringement.


 


5.4Nothing contained
in this Agreement shall be construed as a representation or warranty by Licensor as to the validity or scope of the Patent.


 


VI.TERM


 


The term of this Agreement
shall commence on the Commencement Date and shall end on the expiration date of the Patent, unless terminated sooner pursuant to
Article VII below.


 


VII.DEFAULT AND TERMINATION


 


Licensee will be deemed
to be in default hereunder if (i) Licensee fails to pay any sum due and payable hereunder within thirty (30) days after notice
from Licensor that the same has become due and payable, (ii) Licensee breaches any material covenant made by it hereunder and fails
to remedy such breach within thirty (30) days after notice thereof from Licensor, or (iii) Licensee fails to render an accounting
statement and payment for all royalties due within one hundred twenty (120) days of the end of each calendar year (which failure
is not cured within thirty (30) days after notice of such failure from Licensor). In the event of Licensee’s default hereunder,
Licensor may terminate this Agreement by giving Licensee written notice of termination.


 


VIII.ACCOUNTING


 


8.1Licensee agrees
to keep regular books of account and to render a statement within thirty (30) days of each calendar quarter during the Term of
this Agreement setting forth the number of Licensed Products sold, and the royalty due thereon, and shall accompany each such statement
with a remittance covering the royalty due. Such books of account shall be open at reasonable business hours for inspection by
Licensor or its duly authorized representative. In the event of any dispute as to royalty due for any given period, Licensor will
have the right to have the books of Licensee examined by his own accountant. Any dispute regarding the royalty due Licensor that
cannot be amicably resolved between the parties will be handled in accordance with the dispute resolution procedures in Article XII.


 


8.2The accountants
then regularly employed by the Licensor shall audit the number of Licensed Products sold, which audit shall be delivered to Licensor
together with the Licensee’s written statement. The parties agree that for purposes of the audit the accountants shall only
count the number of sublicenses granted in writing by Licensee pursuant to this Agreement.


 




    	 



    	 



    

 


IX. INVENTION ASSIGNMENTS


 


9.1Assignment
of Inventions. Licensee agrees it will hold in a fiduciary capacity and will promptly disclose and assign to Licensor all
ideas, discoveries, processes, formulas, devices, inventions, intellectual property and improvements to the Patent (the “Inventions”)
coming within the scope of Licensor’s business or relating to any experimental or hypothetical-based work carried on by Licensor
or any problems specifically assigned to Licensee during the term of this Agreement, whether conceived by it alone or with others
and whether or not conceived during regular working hours. The Inventions and all notes, records and data on the Inventions will
be the sole and exclusive property of Licensor. Licensee further agrees to, at any time, but at the expense of Licensor, promptly
execute all documents and to do all other acts Licensor deems necessary to assist Licensor:


 


		(a)	in applying for, obtaining, maintaining and renewing trademarks, servicemarks or letters of patent
of the United States and/or other countries (“Applications”) for any of the Inventions;



 


		(b)	in assigning, conveying and securing to Licensor or its nominees sole and exclusive right, title
and interest in and to any of the Inventions and Applications; and



 


		(c)	in conducting any proceeding or litigation with regard to any of the Inventions and Applications.



 


Termination of engagement will not release
Licensee from any obligations contained in this Article; provided, however, performance of such obligations will be in a manner
not unreasonably interfering with Licensee’s employment, engagement or business at the time. Licensee will not be entitled
to any additional compensation for the services required by this Article, but will be reimbursed for its reasonable expenses.


 


9.2Confidentiality
of Inventions. Licensee agrees it will not, directly or indirectly, except as expressly authorized in writing by Licensor,
disclose, publish or otherwise reveal, use, file or patent, either during or subsequent to its term of engagement hereunder, any
secret or confidential information, data or knowledge of Licensor, including but not limited to trademarks, servicemarks, secret
processes and any Inventions of Licensor or those of an affiliated company not generally known, whether acquired or developed by
Licensee in the course of or by reason of such engagement or obtained from other confidential employees or Licensees of Licensor
or any affiliated companies with whom Licensor has confidential relations.


 


X.INDEMNITY


 


Licensee agrees to indemnify
and hold harmless the Licensor from and against any product liability and patent infringement claims that may be asserted against
Licensor based upon or arising out of Licensee’s manufacture or sale of Licensed Products.




    	 



    	 



    

 


XI.RIGHT OF ASSIGNMENT


 


Licensee may not assign
its rights and duties under this Agreement without the written consent of Licensor.


 


XII. Dispute
Resolution


 


12.1In General.
All disputes between Licensee and Licensor not resolved through internal problem resolution policies, if any then exist, regarding
engagement-related matters where the claim is for money damages in excess of Twenty-Five Thousand and No/100 U.S. Dollars ($25,000.00)
will be resolved solely through binding resolution by a neutral third party, as set forth in and subject to the Texas Government
Code section 24.004 (individually, a “Decision-Maker,” and collectively, the “Decision-Makers”).
This is an essential element of Licensee’s engagement relationship and is a condition of Licensee’s engagement with
Licensor. This Article will be interpreted, construed, governed and enforced in accordance with the laws of the State of Texas.


 


12.2Notice
of Dispute. Either Licensee or Licensor may commence this dispute resolution proceeding by giving written notice to the other
party stating the dispute resolution process is being commenced, the specific facts which give rise to the dispute, the legal basis,
if any, which the notifying party is invoking to support some claim for damages or relief, the relief that the notifying party
is seeking and a correct address, phone number and, if available, facsimile number and email address at which the notifying party
can be reached (“Notice”). The notifying party will file a petition in the applicable district court, or other court
of original jurisdiction (the “Court”). Upon receipt of a Notice commencing the dispute resolution process,
the receiving party will have a period of fifteen (15) days in which to serve the notifying party with a written response to the
Notice commencing the dispute resolution process, stating the specific facts asserted as a defense to the facts set forth in the
Notice and stating any facts the receiving party asserts support a counter-claim, if any, by the party receiving the Notice against
the party sending the Notice.


 


12.3Designation
of Decision-Makers. Within thirty (30) days of the commencement of the dispute resolution process, Licensor will give to Licensee
a statement designating the name and address of a person who Licensor will accept as the Decision-Maker for the dispute. Within
the same period of time, Licensee will give to Licensor a statement designating the name and address of a person Licensee will
accept as the Decision-Maker for the dispute. Within ten (10) days, the individual designated by Licensor and the individual designated
by Licensee will then choose a third person. The three individuals will then act as the Decision-Makers for this dispute. Each
designated Decision-Maker is required to disclose to all parties within ten (10) days from the date the third Decision-Maker is
chosen (i) their employment histories and (ii) any circumstances potentially precluding him or her from rendering an objective
and impartial determination. At such time, either Licensee or Licensor may challenge any Decision-Maker for cause. The unchallenged
Decision-Maker(s) will determine the merits of the “for cause” challenge. In such case, the party originally choosing
the stricken Decision-Maker will choose




    	 



    	 



    

 


another, with such new Decision-Maker
to be reviewed pursuant to the foregoing procedures on an expedited basis in order to facilitate a timely hearing. The hearing
by Decision-Makers will be held within ten (10) days from the date all Decision-Makers have been challenged (if necessary), decided
upon and determined to be appropriate for the hearing. Shown below is a recapitulation of the dispute resolution process timeline
described above:


 


	Event	
        Timing

         

	Notice of Commencement of Dispute Resolution Procedure	Notice day
	Written response from non-noticed party	15 days from Notice
	Designation of Decision-Makers by Licensor and Licensee	30 days from Notice
	Third Decision-Maker Chosen	40 days from Notice
	Hearing	60 days from Notice


 


In the event either party fails to adhere
to the time schedule, the other party will have the right to petition the Court to compel compliance and recover its reasonable
and necessary attorneys’ fees and costs for compelling compliance.


 


12.4Hearing.
The dispute resolution hearing will be conducted at a time and place designated by the Decision-Makers. The Decision-Makers will
give each party at least thirty (30) days’ written notice of the time and place of the dispute resolution hearing. Either
party may request one (1) continuance of the dispute resolution hearing for good cause shown to the Decision-Makers. The Decision-Makers
will strictly follow the timeline set forth herein and the procedures mandated herein, except the Decision-Makers may delay the
hearing for a period not to exceed thirty (30) days to accommodate the schedules of any party, unless the parties both agree to
any extension beyond the thirty (30) days extension allowed at the discretion of the Decision-Makers.


 


Licensor will pay for fees and expenses
charged by the Decision-Makers and costs for the facility at which the dispute resolution hearing is held. The Decision-Makers
will assess all other costs and fees, including attorneys’ fees, as a part of the dispute resolution award.


 


The dispute resolution process, discovery
and the hearing will be conducted in compliance with the Texas Rules of Civil Procedure and the Rules of Evidence. The Decision-Makers
will enter his/her ruling in writing and will, upon request of either party, prepare and submit findings of fact and conclusions
of law to both parties. An award or ruling by the Decision-Makers will be entered as a judgment of record in the judicial proceeding
and will be fully subject to appeal as if it was tried in a district court or any other court of original jurisdiction.


 


12.5WAIVER
OF JURY TRIAL. LICENSEE and Licensor hereby WAIVE ALL RIGHTS TO A TRIAL BY JURY FOR MATTERS IN STATE OR FEDERAL COURT.




    	 



    	 



    

 


12.6Amendment
of Process. Licensor retains the right to amend or terminate this Article, in whole or in part, on ten (10) days’
written notice to Licensee. Any disputes asserted in writing prior to the amendment or termination of this Article will still be
subject to resolution as set forth in this Article.


 


12.7Acknowledgement
of Process. Both Licensee and Licensor recognize and agree litigation is expensive and prolonged and both parties will benefit
from the procedure in this Article. This Article will be broadly construed and enforced to favor the dispute resolution process
as an efficient and effective way of resolving any disputes of Employee and Licensor. These procedures provide an efficient means
for the prompt resolution of any dispute, allowing Licensee a prompt resolution to the dispute and minimal loss of earnings from
missed workdays and Licensor a minimal disruption in its workforce and involvement of key management time in the process. Any provision
of this Article determined to be unenforceable in any jurisdiction will not be read or construed to prohibit or exhaust the rights
of either Licensee or Licensor to the right to alternative dispute resolution or waiver of the right to trial by jury.


 


XIII. MISCELLANEOUS


 


13.1This Agreement
constitutes the entire understanding between the parties with respect to the subject matter hereof. This Agreement may not be amended
or modified except by a written instrument executed by all parties.


 


13.2This Agreement
shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts entered into and
to be wholly performed within that state.


 


13.3All notices hereunder
shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, or by
registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or
to such other address for a party as shall be specified by like notice):


 


If to Licensee:


NCM Financial, LLC


9726 Windham Drive


Dallas, Texas 75243


ATTN: Michael A. Noel, President


 


If to Licensor:


OptionTech, LLC


9726 Windham Drive


Dallas, Texas 75243


ATTN: Michael A. Noel, President




    	 



    	 



    

 


 


13.4If any provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.


 


13.5This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


LICENSOR: OPTIONTECH, LLC


 


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/ Michael Noel	 	President	 	October 1, 2012
	Michael Noel	 	 	 	 


 


 


LICENSEE: NCM FINANCIAL, LLC


 


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/ Michael Noel	 	President	 	October 1, 2012
	Michael Noel