Exhibit 10.2


Execution Version


 


Confidential – Without Prejudice





For Settlement 


Purposes Only


 


RELEASE AND SETTLEMENT AGREEMENT


 


This Release and Settlement
Agreement (the “Agreement”) is made and entered into as of November 28, 2016 by and among Walker Innovation
Inc., a Delaware corporation (sometimes referred to herein as “Innovation”), Inventor Holdings, LLC,
a Delaware limited liability company and wholly-owned subsidiary of Innovation, and Certified Measurement, LLC, a Delaware limited
liability company and wholly-owned subsidiary of Inventor Holdings, LLC (Innovation, Inventor Holdings, LLC and Certified Measurement,
LLC sometimes collectively referred to herein as the “Company” or the “Company Parties”),
Walker Digital, LLC, a Delaware limited liability company (sometimes referred to herein as “Digital”),
and Jay S. Walker (Digital and Jay S. Walker sometimes collectively referred to herein as “Walker” or
the “Walker Parties”).


 


WHEREAS, a dispute
has arisen that the parties hereto (collectively, the “Parties”) wish to resolve and settle amicably;
and


 


WHEREAS, the Parties
have reached this Agreement on the terms and conditions provided herein; and


 


WHEREAS, the audit
committee of the board of directors of Innovation has determined that it is in the best interests of Innovation and its stockholders
and each of the other Company Parties and declared it advisable to enter into this Agreement and adopted resolutions approving
the execution, delivery and performance by Innovation of this Agreement and the consummation of the transactions contemplated hereby
upon the terms and subject to the conditions set forth herein.


 




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NOW, THEREFORE, in
consideration of the above premises and for valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged,
the Parties agree, subject to the terms hereof, as follows:


 


1.          Transfers
by Walker of Securities Issued by Innovation.


 


(a)          Not
later than one hundred and eighty (180) days after the date hereof, Digital (or at the option of Walker, another Walker Party)
shall transfer to Innovation or its designated subsidiary an aggregate of $125,000 in cash or (at the option of Walker) in shares
of common stock of Innovation (collectively, the “Innovation Shares”), having a value of $125,000, which
value shall be determined based on the average of the daily closing price of an Innovation Share for the ten (10) consecutive business
days prior to date of delivery of such Innovation Shares. The closing price for each day shall be the last sales price or in case
no sale takes place on such day, the average of the closing high bid and low asked prices, in either case as officially quoted
on the OTCQB marketplace maintained by OTC Markets Group Inc. Subject to the terms hereof, Digital (or at the option of Walker,
another Walker Party) will deliver to Innovation either (at the option of Walker) (i) cash by wire transfer of immediately available
funds to an account specified by Innovation or (ii) stock certificates representing the full number of Innovation Shares to be
transferred as set forth herein; such certificates shall be endorsed in blank or have a stock power endorsed in blank attached
thereto in respect of the Innovation Shares transferred to Innovation.


 


2.          Securities
Purchase Agreement. Substantially concurrently with the execution and delivery of this Agreement, Innovation shall have entered
into a Securities Purchase Agreement dated as of November 21, 2016 in connection with the sale of an aggregate of 2,500,000 Class
A Common Shares of The Upside Commerce Group, LLC (f/k/a Flexible Travel Company, LLC), a company affiliated with Walker, at $2.00
per share, to a group of accredited investors directly or indirectly introduced to Innovation by Walker.


 




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3.          Certain
Representations and Warranties.


 


(a)          Each
Company Party jointly and severally represents and warrants to the Walker Parties that (i) such Party has full power and authority
to enter into this Agreement; that this Agreement has been duly and validly authorized, executed and delivered on behalf of such
Party; and that this Agreement is a valid and binding agreement of such Party, enforceable against such Party in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditor’s rights and remedies; (ii) such Party has not hypothecated or otherwise
encumbered or assigned any claim or cause of action against any of the Walker Release Parties (as hereinafter defined); (iii) such
Party has not instituted any legal proceeding against, or filed any claim or complaint with any regulatory authority relating to
any of the Walker Release Parties; (iv) such Party is not aware of any claim against Digital or any other Walker Party arising
out of the Merger Agreement (as hereinafter defined) which is not being released in this Agreement and (iv) this Agreement and
the transactions contemplated hereby have been duly authorized, approved and ratified by a committee of independent and disinterested
members of Innovation’s Board of Directors formed for the purpose of reviewing agreements between or among Digital, Jay S.
Walker and Innovation.


 


(b)          Each
Walker Party jointly and severally represents and warrants to the Company Parties that (i) such Party has full power and authority
to enter into this Agreement; that this Agreement has been duly and validly authorized, executed and delivered on behalf of such
Party; and that this Agreement is a valid and binding agreement of such Party, enforceable against such Party in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditor’s rights and remedies; (ii) such Party has not hypothecated or otherwise
encumbered or assigned any claim or cause of action against any of the Company Release Parties (as hereinafter defined); (iii)
such Party is not aware of any fact or circumstance that would give rise to a claim by any Walker Party against any Company Party
under or relating to the Merger Agreement (as hereinafter defined); and (iii) such Party has not instituted any legal proceeding
against, or filed any claim or complaint with any regulatory authority relating to any of the Company Release Parties.


 




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(c)          Digital
represents and warrants to Innovation that as of the date of each transfer of Innovation Shares under the terms of this Agreement,
it will be the record owner of such securities and as of the date of each transfer, it will transfer all of its right, title and
interest in and to such securities, free and clear of all liens, claims, encumbrances, pledges, security interests and other restrictions,
other than as set forth herein or under applicable federal and state securities law restrictions.


 


4.          Releases.


 


(a)          Company
Releases. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without
limitation the mutual promises set forth in this Agreement, each Company Party, for itself, its parents, affiliates, subsidiaries,
divisions, groups and past and present officers, directors, employees, agents, representatives, attorneys, accountants, auditors,
consultants, administrators, beneficiaries, predecessors, successors and assigns and any person or entity claiming by or through
any of the foregoing (collectively, “Company Release Parties”) hereby RELEASE AND DISCHARGE
Digital and Jay S. Walker, and their parents, affiliates, subsidiaries and past and present officers, directors, employees, agents,
representatives, attorneys, accountants, auditors, consultants, successors and assigns in any capacity whatsoever, (collectively,
“Walker Release Parties”) of and from all actions, causes of action, suits, debts, dues, sums of money,
claims for breaches of contract, claims for breaches of fiduciary duties or conflicts of interest, tortious interference, claims
of entitlement to securities, claims for violations of securities laws or regulations, compensation, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages (compensatory, consequential,
liquidated, special, punitive or otherwise), judgments, extents, executions, claims, and demands (including attorneys’ fees
and costs) of any nature whatsoever, in law, admiralty or equity, against the Walker Release Parties that the Company Release Parties
ever had, now have or hereafter can, shall or may have, whether known or unknown, for, upon, or by reason of Article 11 of the
Agreement and Plan of Merger by and among GlobalOptions Group, Inc., GO Merger Sub LLC, Walker Digital, LLC and Walker Digital
Holdings, LLC dated as of July 11, 2013 (other than with respect to the representations and warranties of Digital set forth in
Section 4.3, 4.4 and 4.12 of the Merger Agreement) and the related letter agreement dated as of January 21, 2016 between Digital
and Innovation related thereto (the “Letter Agreement” and collectively, the “Merger Agreement”), including
without limitation any claim by reason of the recordable patent assignment from Inventor Holdings to PayPal, Inc. of the patents
and patent applications listed on Schedule 1 hereto (the “Patent Assignment”), provided only that (i)
the term Walker Release Parties shall not in any circumstance include either IP Navigation Group LLC or Erich Spangenberg, and
(ii) nothing herein shall release or otherwise affect the Walker Release Parties’ obligations under this Agreement or in
respect of the existing agreement between Digital and Innovation concerning reimbursement of expenses incurred by the Company Release
Parties in connection with the dispute which gave rise to the Patent Assignment, which expenses have been submitted by Innovation
for reimbursement to Digital on or prior to the date hereof.


 




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(b)          Each
person or entity settling any claims, or for whom any claims are settled, hereunder (collectively, the “Settling Parties”)
further agree not to institute, instigate, urge, support, encourage, voluntarily participate in or profit from any lawsuit, complaint
or other action or proceeding of any kind relating to any matter to which these Releases pertain. Notwithstanding the foregoing,
nothing herein shall be deemed to prohibit any party from providing, after taking reasonable measures to ensure the confidentiality
of information provided, information or explanations to third party regulatory agencies seeking such information in response to
comment letters or inquiries, or in response to civil or administrative subpoenas or court order,
or from discussing the provisions hereof and factual circumstances surrounding the events leading to this Agreement in disclosure
document filings made with the Securities and Exchange Commission from time to time.


 


(c)          These
Releases may not be changed orally.


 


(d)          The
Settling Parties may hereafter discover facts in addition to or different from those which he, she or it now knows or believes
to be true with respect to the subject matter of the released claims, but the Settling Parties have fully, finally, and forever
settled and released any and all released claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether
or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming
into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or
a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts.
The Settling Parties acknowledge that the foregoing waiver was separately bargained for and a key element of the settlement of
which these releases are a part.


 




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5.          Reliance
on Independent Legal Advice. Each Party represents and warrants to the other Parties: (a) that it has received advice from
his or its own respective, independent legal counsel, or has had the opportunity to be represented by independent legal counsel,
prior to its execution of this Agreement, (b) that the legal nature, ramifications and effect of this Agreement have been explained
to it by its respective counsel; (c) that it fully understands the terms and provisions of this Agreement and the nature and effect
thereof; (d) that it is relying solely on the advice of its own legal counsel in executing this Agreement; (e) that it has not
relied upon any representation or statement of any other Party or counsel for any other Party not contained in this Agreement;
(f) that it has carefully read this Agreement, knows the contents thereof, and is executing the same freely and voluntarily; and
(g) that it is aware that its attorneys may hereafter discover facts different from or in addition to the facts that they now know
or believe to be true with respect to the subject matter hereof, but that its intention is to fully and finally release its respective
releasees to the full extent of the releases contained in this Agreement.


 


6.          Miscellaneous
Provisions.


 


(a)          This
Agreement sets forth the entire agreement among the Parties with respect to its subject matter and supersedes all prior agreements
and understandings among the parties with respect to such subject matter.


 


(b)          This
Agreement may not be changed, modified or amended except by a written instrument signed by the Party to be charged with such change,
modification or amendment.


 


(c)          This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience
only and do not constitute a part hereof.


 




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(d)          This
Agreement shall be binding on the Parties hereto and their respective predecessors, successors, assigns, parents, subsidiaries,
affiliates, divisions, groups and present and former officers, directors, securityholders, and employees.


 


(e)          Unless
the Company instructs otherwise in writing, all notices to the Company regarding this Agreement shall be delivered to:


 


	Walker Innovation Inc.	 	Loeb & Loeb LLP
	Two High Ridge Park	With a copy to:	345 Park Avenue
	Stamford, CT 	 	New York, New York 10154
	06905	 	Attn: Mitchell S. Nussbaum, Esq.
	Attn: Jonathan Siegel	 	 


 


Unless Walker instructs
otherwise in writing, all notices to Walker regarding this Agreement shall be delivered to:


 


	Walker Digital, LLC	 	Whitman Breed Abbott & Morgan LLC
	Two High Ridge Park	With a copy to:	500 West Putnam Avenue
	Stamford, CT 	 	Greenwich, CT 06830
	06905	 	Attn: Harry E. Peden, III Esq.
	Attn: Karen Romaine	 	 


 


(f)          Unless
otherwise indicated or agreed to in writing by the Party to receive the delivery of any document, as used in this Agreement “delivery”
shall mean transmission by facsimile or electronic mail (including portable document format) and confirmed by delivery via Federal
Express or other recognized overnight delivery service.


 




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(g)          The
Parties are entering into this Agreement solely in order to avoid expense, inconvenience, risk and delay and to permit the continued
operation of the affairs of such Party unhindered by expensive litigation and by distraction and diversion of himself and itself,
and thereby to put to rest all potential controversies. This Agreement and each of its provisions, and the settlement provided
for herein, whether or not consummated, and any negotiations, proceedings or agreements relating to this Agreement, or any matter
arising in connection with such negotiations, proceedings or agreements are not and shall not in any event be: (i) construed as,
offered in evidence as, received in evidence as, and/or deemed to be evidence of a presumption, concession or an admission by any
Party of the truth of any fact or the validity of any claim that has been, or could have been, asserted against him or it, or of
the deficiency of any defense that has been, could have been, or in the future might be asserted in any litigation, or of any liability,
fault, wrongdoing or otherwise of any Party; (ii) construed as, offered in evidence as, received in evidence as, and/or deemed
to be evidence of a presumption, concession or an admission of any fault, breach of duty, wrongful act or misrepresentation or
omission in any statement or written document by any Party; or (iii) construed by anyone for any purpose whatsoever as evidence
of a presumption, concession or admission of any liability, fault or wrongdoing on the part of any Party.


 


(h)          This
Agreement shall be deemed to have been drafted jointly by the Parties.


 


(i)          Unless
the context of this Agreement otherwise requires, (i) words of any gender include each other gender and the neuter, (ii) words
(including terms defined herein) using the singular or plural number also include the plural or singular number, respectively,
(iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this
entire Agreement as a whole and not to any particular section, paragraph or other subdivision, and (iv) the term “section”
or “paragraph” or other subdivision refer to the specified section or other subdivision of the body of this Agreement.


 




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7.          Remedies
for Breach.


 


(a)          In
the event that any Party to this Agreement believes that a breach of the Agreement has occurred, that Party shall deliver written
notice, in accordance with the terms of this Agreement, of the alleged breach to the other Parties to this Agreement.


 


(b)          Any
subsequent action to enforce the terms of this Agreement may be brought in any State or Federal court located in the County of
New York, State of New York, and, if any such action is brought in a State or Federal Court located in the County of New York,
State of New York, no Party shall dispute that such court is the proper venue for the action or that the Party is subject to personal
jurisdiction in such court for purposes of the action.


 


8.          Governing
Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without
regard to the conflicts of law principles of such State.


 


9.          Further
Assurances. Each Party hereto, at the reasonable request of another Party hereto, shall execute and deliver such other instruments
and do and perform such other acts and things as may be reasonably necessary for effecting completely the consummation of this
Agreement and the transactions contemplated hereby.


 


[Signature
Pages Follow]


 




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IN WITNESS WHEREOF,
the Parties have duly authorized the execution and delivery of this Agreement as of the date written below.


 


Dated as of November 28, 2016


  


	WALKER INNOVATION INC.	 	INVENTOR HOLDINGS, LLC
	 	 	 
	By:	/s/ Kara Jenny	 	By:	/s/ Kara Jenny
	 	Name: Kara Jenny	 	 	Name: Kara Jenny
	 	Title: CFO	 	 	Title: CFO
	 	 	 	 	 
	CERTIFIED MEASUREMENT, LLC	 	 	 
	 	 	 	 
	By:	/s/ Kara Jenny	 	 	 
	 	Name: Kara Jenny	 	 	 
	 	Title: CFO	 	 	 
	 	 	 	 	 
	WALKER DIGITAL, LLC	 	 	 
	 	 	 	 
	By:	/s/ Jay Walker	 	 	/s/ Jay Walker
	 	Name: Jay Walker	 	Name:	Jay S. Walker
	 	Title: Chairman	 	 	 


 




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SCHEDULE 1 


 


	Application No.	Patent No.
	08/815,224	5970478
	08/832,832	6477513
	08/883,308	5945653
	08/889,589	5970470
	08/916,656	6107932
	08/919,339	6163771
	08/920,116	6119099
	08/921,868	6018718
	08/943,965	6119100
	08/946,508	6064987
	09/045,036	7606729
	09/045,084	6223163
	09/045,386	7272569
	09/045,518	7072850
	09/049,297	7240021
	09/085,424	6138105
	09/135,179	6567787
	09/164670	6324520
	09/166,267	6687679
	09/166,339	6374240
	09/166,405	6405174
	09/219,220	6341268
	09/219,267	7831470
	09/221,099	7236942
	09/221,457	6415262
	09/223,899	6349295
	09/260,437	7162434
	09/264,379	6336104
	09/282,747	7827057
	09/316,546	7729988
	09/345092	7249050
	09/360,422	7899710
	09/365,644	6374230
	09/422,415	6434534
	09/442,754	6598024
	09/490,898	6330548
	09/504,180	6839683
	09/538,805	7251617
	09/542,676	7177835
	09/563,715	6507822
	09/571,210	6601036


 




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	Application No.	Patent No.
	09/592,618	7376580
	09/603,677	7542919
	09/606,364	8473341
	09/654,341	6980968
	09/654,933	8001043
	09/685,079	7415425
	09/694,191	7853529
	10/033,691	7454381
	10/095,372	7233912
	10/118,620	7099832
	10/218,157	7430521
	10/253,192	6904418
	10/625,089	7587334
	10/728,226	7194423
	10/855,653	7664705
	11/103,906	7991698
	11/319,848	8036943
	11/338,152	7844550
	11/399,143	7496523
	11/422,986	8315948
	11/425,301	7895100
	11/425,301	7895100
	11/456,306	7841514
	11/456342	7451892
	11/456355	7885726
	11/549,435	7856379
	11/570,616	8335723
	11/611,931	8015059
	11/668,967	7406438
	11/746,696	8046265
	11/761,826	9171316
	11/768,594	7613631
	11/927,912	7774240
	11/931,864	8571943
	11/934,958	7717784
	12/108,826	8595048
	12/111,637	8751297
	12/190,244	7908168
	12/237,716	8126771
	12/365,629	8103520
	12/368,369	8068933


 




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	Application No.	Patent No.
	12/420,397	7801762
	12/611,365	8121899
	12/705,856	8175963
	12/791,567	8706632
	12/938,025	8234164
	12/938,046	8700456
	12/974,742	8112359
	13/025,814	8712860
	13/031,284	8121922
	13/048,829	8131588
	13/180,349	8615444
	13/196,546	8355991
	13/356,890	8533003
	13/366,797	8423400
	13/366,880	8543510
	13/400,406	8285591
	13/401,108	8566199
	13/412,203	8630896
	13/433,008	8566230
	13/559,591	8543451
	13/646,145	8818869
	13/717,094	8595085
	13/857,520	8781893
	13/909,055	8781894
	14/012,982	 
	14/034,520	8892470
	14/034,538	 
	14/088,709	 
	14/103,931	2014/0108186
	14/154,772	9218618
	14/251,746	 
	14/258,150	 
	14/258,454	 
	14/297,937	 
	14/317,847	 
	14/331,005	2014/0324564
	14/331,699	 
	14/468,604	 
	AU 753036	AU 753036


 




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