Execution
Version


 


PATENT LICENSE


 


THIS PATENT LICENSE (the “Agreement”)
is made and entered into effective as of February 13, 2014 by and among:


 


DSS Technology Management, Inc.,
a Delaware corporation having its principal place of business located at 1650 Tyson’s Blvd., Suite 1580, Tyson’s Corner,
VA 22102 (“Licensor”); and


 


Fortress Credit Co LLC, a Delaware
limited liability company having its principal place of business located at 1345 Avenue of Americas, 46th Floor, New
York, NY 10105 (“Licensee”).


 


Licensor and Licensee are sometimes referred
to herein individually as a “Party” and collectively as the “Parties”.


 


WHEREAS, for good and valuable consideration,
Licensor agreed to grant certain rights, including rights to license patents and patent applications, to the Licensee; and


 


WHEREAS, Licensor is the owner of
certain patents and patent applications identified in Schedule A, which Schedule A shall be an integral part of this Agreement;
and


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements contained herein, the Parties hereto agree as follows:


 


		1.	Definitions



 


		1.1	“Affiliate” means with respect to any specified Person, any other Person directly
or indirectly controlling, controlled by or under direct or indirect common control with such Person, and shall include (a) any
officer or director or general partner of such specified Person, (b) any other Person of which such specified Person or any Affiliate
(as defined in clause (a) above) of such specified Person shall, directly or indirectly, beneficially own either (i) at least 50%
of the outstanding equity securities having the general power to vote or (ii) at least 50% of all equity interests, (c) any other
Person directly or indirectly controlling such specified Person through a management agreement, voting agreement or other contract
and (d) with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent,
stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and
daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only
beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the
foregoing individuals or any donor-advised fund of which any such individual is the donor.



 







    	 



    	 



    




 


		1.2	“Licensed Patents” means the letters patent of the United States set
forth on Schedule A, including all registrations and recordings thereof, all applications for letters patent of the United
States or any other jurisdiction, all re-examination certificates and all utility models, including registrations, recordings and
pending applications, and all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the
inventions claimed therein.



 


		1.3	“Person” means any entity, whether of natural or legal constitution, including
any present or future individual, corporation, partnership, joint venture, limited liability company, unlimited liability company,
trust, estate, unincorporated organization, government or any agency or political subdivision thereof.



 


		2.	License



 


Licensor hereby
grants to Licensee a perpetual, non-exclusive, transferrable, sub-licensable, divisible, irrevocable, fully paid-up, royalty-free,
and worldwide license to use the Licensed Patents, including, but not limited to, the rights to make, have made, market, use, sell,
offer for sale, import, export and distribute the inventions disclosed in the Licensed Patents and otherwise exploit the Licensed
Patents in any lawful manner in Licensee’s sole and absolute discretion..


 


		3.	Representations, Warranties and Acknowledgements



 


		3.1	Each Party represents, warrants and covenant to the other that the execution, delivery and performance
of this Agreement is within each Party's powers and has been duly authorized.



 


		3.2	Licensor hereby represents, warrants and covenant that it is the sole and exclusive owner of all
rights, title and interest in and to the Licensed Patents.



 


		3.3	EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR THAT ARISE BY COURSE OF DEALING OR BY REASON OF CUSTOM OR USAGE IN THE
TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.



 


		4.	Infringement



 


Upon request, Licensee shall
notify Licensor of any infringement of the Licensed Patents by third parties of which Licensee become aware. Licensor shall have
the sole right, at its expense, to bring any action on account of any such infringement of the Licensed Patents, and Licensee shall
reasonably cooperate with Licensor, as Licensor may request and at Licensor’s expense, in connection with any such action
brought by Licensor.


 


		5.	Termination



 


		5.1	The Parties may terminate this Agreement at any time by mutual written agreement executed by both
Parties provided that any sublicenses granted prior to the termination of this Agreement shall survive according to the respective
terms and conditions of such sublicenses.



 







    	 



    	 



    




 


		5.2	The Agreement shall end after the later of (x) the expiration of the last Licensed Patent to expire
and (y) the date on which all statutes of limitations have fully run for bringing infringement claims under the Licensed Patents.
Breach(es), material or otherwise, of this Agreement by either Party or any other Person will not constitute grounds by which this
Agreement may be terminated.



 


		6.	Survival



 


Any rights and obligations which
by their nature survive and continue after any expiration or termination of this Agreement will survive and continue and will bind
the Parties and their successors and assigns, until such rights are extinguished and obligations are fulfilled.


 


		7.	Statement of Intent With Respect to Bankruptcy



 


The Parties intend that the licenses
granted under this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy
Code, 111 U.S.C. § 101, et seq. (“Bankruptcy Code”), licenses of rights to “intellectual property”
as defined in the Bankruptcy Code.


 


		8.	Assignment



 


Licensee
and each of its sublicensees may, without the consent of Licensor, assign any or all of their rights and interests, and delegate
any or all of their obligations without restriction. The rights and obligations of the Parties hereto shall inure to the benefit
of, and be binding and enforceable upon and by, the respective successors and assigns of the Parties.


 


		9.	Entire Agreement and Construction



 


This Agreement constitutes the
sole, final and entire understanding of the parties hereto concerning the subject matter hereof and all prior understandings having
been merged herein, unless otherwise agreed to by the Parties in a separate agreement or documentation. This Agreement cannot be
modified or amended except by a writing signed by the Parties hereto. The language used in this Agreement will be deemed to be
the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction will be applied against
any Party.


 


		10.	Severability



 


The provisions of this Agreement
shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability
of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance,
is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far
as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this
Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability,
nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof,
in any other jurisdiction.


 







    	 



    	 



    

  


		11.	Notices



 


All notices, requests, claims,
demands, and other communications 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 overnight delivery service from a recognized carrier, to the respective Party as follows:


 


if to Licensor:


 


DSS Technology Management, Inc.


1650 Tyson’s Blvd., Suite 1580


Tyson’s Corner, VA 22102


Attn: CEO


 


With a copy to:


 


Wyrick Robbins Yates & Ponton LLP


4101 Lake Boone Trail


Raleigh, NC 27607


Attn: Zachary R. Bishop


 


if to Licensee:


 


Fortress Credit Co LLC


c/o Fortress Investment Group LLC


1345 Avenue of the Americas, 46th Floor


New York, New York 10105


Attention: Constantine M. Dakolias


 


With a copy to:


 


Fortress Credit Co LLC


c/o Fortress Investment Group LLC


One Market Plaza


Spear Tower, 42nd Floor


San Francisco, CA 94105


 


Attention: James
K. Noble III


 


or to such other address as the
person to whom notice is given may have previously furnished to the other Party in writing in the manner set forth above.


 







    	 



    	 



    

  


		12.	Governing Law; Jurisdiction; Venue



 


This Agreement, and all claims
arising hereunder or relating hereto, shall be governed by and construed in accordance with the internal laws of the State of Delaware
in the United States of America applicable to agreements made and to be performed entirely within such State, without regard to
the conflicts of law principles of such State that would result in the application of the laws of another jurisdiction. In any
action or proceeding between either of the Parties arising out of or relating to this Agreement or any of the transactions contemplated
by this Agreement, each of the Parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and
venue of the state and federal courts residing in the State of Delaware and (b) agrees that all claims in respect of such action
or proceeding must be heard and determined exclusively in the state or federal courts in the State of Delaware. Each Party shall
be entitled to seek injunctive or other equitable relief, without the posting of a bond, at any time (with or without delivering
a demand notice) whenever the facts or circumstances would permit a Party to seek such equitable relief in a court of competent
jurisdiction.


 


		13.	Waiver



 


Except as otherwise provided
herein, any failure of any Party to comply with any obligation, covenant, agreement, or condition herein may be waived by the Party
entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver; provided, however, that
such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or condition shall not operate
as a waiver of, or estoppel with respect to, any subsequent or other failure.


 


		14.	Counterparts



 


This Agreement may be executed
in one or more counterparts, each of which will be an original and both of which will constitute together the same document. Counterparts
may be signed and delivered by facsimile or PDF file, each of which will be binding when received by the applicable Party.


  




    	 



    	 



    

 


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



 


	 	Licensor:	 
	 	DSS Technology Management, Inc.	 
	 	 	 
	 	/s/ Jeffrey Ronaldi	 
	 	Authorized Signature	 
	 	 	 
	 	Jeffrey Ronaldi, Chief Executive Officer	 
	 	Print Name and Title	 
	 	 	 
	 	 	 
	 	Licensee:	 
	 	Fortress Credit Co LLC	 
	 	 	 
	 	/s/ Constantine M. Dakolias	 
	 	Authorized Signature	 
	 	 	 
	 	Constantine M. Dakolias, President	 
	 	Print Name and Title	 


  




    	[Signature Page to Patent License]



    	 



    

 


Schedule A


Licensed Patents and Patent Applications


 


Patent Registrations:


 


	owner	 	registration

number	 	title
	DSS Technology Management, Inc.	 	5,686,223	 	Method for Reduced Pitch Lithography
	DSS Technology Management, Inc.	 	5,652,084	 	Method for Reduced Pitch Lithography
	DSS Technology Management, Inc.	 	5,695,924	 	Metal Plug Local Interconnect
	DSS Technology Management, Inc.	 	5,401,691	 	Method of Fabrication an Inverse Open Frame Alignment Mark
	DSS Technology Management, Inc.	 	6,066,555	 	Method for Eliminating Lateral Spacer Erosion on Enclosed Contact Topographies During RF Sputter Cleaning
	DSS Technology Management, Inc.	 	6,784,552	 	Structure Having Reduced Lateral Spacer Erosion
	DSS Technology Management, Inc.	 	5,503,962	 	Chemical-Mechanical Alignment Mark and Method of Fabrication
	DSS Technology Management, Inc.	 	5,675,178	 	No-Bond Integrated Circuit Inputs
	DSS Technology Management, Inc.	 	5,913,712	 	Scratch Reduction in Semiconductor Circuit Fabrication Using Chemical-Mechanical Polishing


 


Patent Applications:


 


	owner	 	Application

number	 	title
	DSS Technology Management, Inc.	 	08/361,595	 	Method for Reduced Pitch Lithography
	DSS Technology Management, Inc.	 	08/510,717	 	Method for Reduced Pitch Lithography
	DSS Technology Management, Inc.	 	08/561,951	 	Method for Plug Local Interconnect
	DSS Technology Management, Inc.	 	08/512,771	 	Scratch Reduction in Semiconductor Circuit Fabrication Using Chemical-Mechanical Polishing