LICENSE AGREEMENT


THIS LICENSE AGREEMENT (this
“Agreement”), dated as of May 14, 2015 (the “Effective Date”), by and between MPIB Holdings, LLC, a Delaware
limited liability company (“MPIB”), and Independence Bancshares Inc., a South
Carolina corporation (“IB”, and each of
MPIB and IB, a “Party” and collectively the “Parties”). 

RECITALS: 

WHEREAS, MPIB is the owner of the Licensed Materials (as
defined below); and 

WHEREAS, MPIB desires to grant to IB, and IB desires to
be granted, a license to Use the Licensed Materials in the conduct of the
Business (as defined below) during the Application Term (as defined below).


NOW,
THEREFORE, for and in
consideration of the terms, conditions, covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows: 

ARTICLE 1 
DEFINITIONS 

Section 1.01 Definitions. (a) The following terms, as used herein, have the
following meanings: 

“Affiliate” means, with respect to any Person, any other Person that directly or
indirectly controls, is controlled by, or is under common control with, that
Person. For purposes of this definition, “control” when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and “controlled” have
correlative meanings.

“Applicable Law” means, with respect to any Person, any
transnational, domestic or foreign federal, state or local law (statutory,
common or otherwise), constitution, treaty, convention, ordinance, code, rule,
permit, approval, regulation, order, injunction, judgment, decree, ruling or
other similar requirement enacted, adopted, promulgated or applied by a
Governmental Authority that is binding upon or applicable to such Person.


“Application Term” means the period commencing on the Effective
Date and ending on the earlier to occur of the Non-Objection Date and the
termination of this Agreement. 

“Business” means the business conducted by IB and its Affiliates of developing
mobile payments and digital banking technologies and processes including
technology architectures, regulatory and compliance infrastructures, market
research, pricing strategies, customer lists, vendor due diligence and
relationships, and documentation, processes and procedures and intellectual property to support patent
applications for unique processes and other applicable intellectual property and
other consulting and financial services-related businesses. 

1 







“Claim” means any civil, criminal, administrative, regulatory or investigative
action or proceeding commenced or threatened by a third party, including,
without limitation, governmental authorities and regulatory agencies, however
described or denominated. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Damages” means any and all damages, losses, liabilities, fines, penalties and
expenses (including reasonable expenses of investigation and reasonable outside
attorneys’ fees and expenses in connection with any action, suit or
proceeding).

“Derivative
Work” means any modification,
derivation, revision, condensation, transformation, expansion or adaptation of
the Licensed Materials. 

“Documentation” means the user documentation accompanying the
Licensed Materials.

“GAAP” means generally accepted accounting principles in the United States.


“Governmental Authority” means any transnational, domestic or foreign
federal, state or local governmental authority, instrumentality, court,
legislative body, government organization, commission, tribunal or any
regulatory or administrative agency, or any political or other subdivision,
department or branch of any of the foregoing. 

“Improvements” means any inventions, technology, discoveries,
technical information, processes, formula, data and know-how, and all
Intellectual Property Rights therein, related to the Licensed Materials created,
developed or reduced to practice during the Application Term. 

“Intellectual Property Rights” all patent, copyright, trade secret and other
similar proprietary rights. 

“Knowledge” means, with respect to a Person other than an individual, the actual
knowledge of any senior executive officer of such Person. 

“Licensed Materials” means the items set forth in Exhibit A and all Intellectual Property Rights of MPIB therein. 

“Material Adverse Effect” means a material adverse effect on the financial
condition, business, assets or results of operations of the Business, taken as a
whole, excluding any effect resulting from (A) changes in GAAP or changes in the
regulatory accounting requirements applicable to any industry in which the
Business is conducted, (B) changes in the general economic or political
conditions in the United States of America, (C) changes (including changes of
Applicable Law) or conditions generally affecting any industry in which the
Business is conducted, (D) acts of war, sabotage or terrorism or natural
disasters involving the United States of America, (E) the announcement or
consummation of the transactions contemplated by this Agreement, (F) any action
taken (or omitted to be taken) by a Party at the request of the other Party or (G) any action taken by a Party that is
required or expressly permitted by this Agreement. 

2 







“Non-Objection Date” means the date on which IB receives written
notification by the Federal Reserve that it does not object to the Purchase.


“Person” means an individual, corporation, partnership, limited liability
company, association, trust or other entity or organization, including a
Governmental Authority. 

“Purchase” means the purchase of certain of the assets of MPIB by IB related to
its business of developing mobile payments and digital banking technologies and
processes including technology architectures, regulatory and compliance
infrastructures, market research, pricing strategies, customer lists, vendor due
diligence and relationships, and documentation, processes and procedures and
intellectual property to support patent applications for unique processes and
other applicable intellectual property and other consulting and financial
services-related businesses. 

“Purchase Date” means the Closing Date of the Purchase as
defined in the definitive asset purchase agreement between the Parties.


“Representatives” means, with respect to any Person, such Person’s
shareholders, members, partners, trustees, beneficiaries, officers, directors,
employees, agents and representatives (including lenders, attorneys, accountants
and advisors). 

“Use” means to use, execute, reproduce, display,
perform, maintain, modify, enhance, and prepare Derivative Works and
Improvements. 

Section 1.02 Other Interpretive Provisions. In this Agreement, unless otherwise specified:
(a) words that include a number of constituent parts, things or elements shall
be construed as referring separately to each constituent part, thing or element
thereof, as well as to all such constituent parts, things or elements as a whole
except as otherwise provided herein; (b) singular words include the plural and
plural words include the singular; (c) words importing any gender include the
other genders; (d) references to any Person include its successors and assigns;
(e) the word “successors”, when it refers to an individual, includes the heirs,
devisees, legatees, executors, administrators and personal representatives of
such individual; (f) references to any statute or other law include all rules,
regulations and orders adopted or made thereunder and all statutes or other laws
amending, consolidating or replacing the statute or law referred to; (g)
references to any agreement or other document include all subsequent amendments
or other modifications thereof entered into in accordance with the provisions
thereof; (h) the words “approve”, “consent” or “agree”, and any derivations
thereof or words of similar import, mean the prior written approval, consent or
agreement of the Person holding the right to approve, consent or agree; (i) the
words “include” and “including”, and words of similar import, shall be deemed to
be followed by the words “without limitation”; (j) unless otherwise specified,
the words “hereto”, “herein”, “hereof” and “hereunder”, and words of similar
import, refer to this Agreement in its entirety; (k) the Exhibits hereto are
part of this Agreement and are incorporated herein by reference; (l) the words
“Article”, “Section” and “Exhibit” refer to the articles, sections and exhibits,
respectively, of and to this Agreement; and (m) the headings of Articles,
Sections and Exhibits are inserted as a
matter of convenience and shall not affect the construction of this Agreement.


3 







ARTICLE 2 
LICENSE
GRANT 

Section 2.01 Grant of License. Subject to the terms and conditions of this
Agreement, MPIB hereby grants to IB a non-exclusive, non-transferable,
non-sublicensable (except as set forth in Section 2.03), worldwide license to
Use the Licensed Materials and Documentation during the Application Term, solely
in connection with the conduct of the Business (the “License”). 

Section 2.02 No Delivery or Support Obligations.
(a) The Parties hereby
acknowledge and agree that, as of the Effective Date, IB has received and is in
possession of the Licensed Materials in a form sufficient for IB’s exercise of
the License. 

(b) Notwithstanding anything
in this Agreement to the contrary, neither MPIB nor any Affiliate of MPIB shall
have any obligation hereunder to (i) deliver to IB, any Affiliate of IB or any
other Person any Licensed Materials or physical embodiment thereof or any
update, correction, improvement or modification thereto, (ii) deliver, provide
or perform any support, maintenance or other assistance in connection with the
Licensed Materials or (iii) update, correct, improve upon or otherwise modify
any Licensed Materials. 

Section 2.03 Sublicensing. (a) Subject to Section 2.03(b), the License shall
include the right of IB to grant sublicenses (each, a “Permitted Sublicense”), solely in the ordinary course of business, to
(i) its Affiliates; provided that any such sublicense shall terminate
immediately upon the date such Affiliate ceases to be an Affiliate of IB, and
(ii) Persons performing support services for IB in connection with the Business
(e.g., in connection with marketing or promotional efforts with respect to the
Business) (the Persons described in clauses (i) and (ii), “Permitted Sublicensees”). 

(b) Each Permitted Sublicense
shall be in writing, shall be materially consistent with the license terms and
conditions of this Agreement, shall not be further sublicensable by the
applicable Permitted Sublicensee and shall not be broader in scope than the
License.

Section 2.04 Disclaimer; Limitation of Liability.
(a) NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, THE LICENSE IS MADE ON AN “AS IS” BASIS WITH NO
REPRESENTATIONS OR WARRANTIES, AND MPIB, ON BEHALF OF ITSELF AND ITS AFFILIATES,
HEREBY EXCLUDES AND DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES OF ANY KIND WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES IMPLIED FROM
ANY COURSE OF DEALING OR USAGE OF TRADE. 

4 







(b) TO THE EXTENT PERMITTED BY
APPLICABLE LAW, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE UNDER
ANY LEGAL OR EQUITABLE THEORY, REGARDLESS
OF THE FORM OR CAUSE OF ACTION, FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND IN CONNECTION WITH THIS
AGREEMENT (INCLUDING DAMAGES FOR LOSS OF ANTICIPATED PROFITS, BUSINESS,
GOODWILL, REPUTATION AND DATA AND ECONOMIC LOSS) EVEN IF THE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

ARTICLE 3 
OWNERSHIP OF LICENSED MATERIALS 

Section 3.01 Ownership of Licensed Materials. (a) Subject to the terms hereof, the Parties
hereby acknowledge and agree that, as between the Parties, MPIB has and shall
retain exclusive title and ownership rights in and to all Licensed Materials.


(b) For as long as MPIB owns
the Licensed Materials, IB shall not challenge, and shall neither allow any of
its Representatives, Affiliates or Permitted Sublicensees to challenge nor
assist any third party in challenging (including in each case in connection with
any interference or opposition proceeding), the ownership, validity or
enforceability of any Licensed Materials. 

Section 3.02 Further Assurances. In connection with any matter contemplated by this
Article 3, IB shall, and shall cause its Representatives, Affiliates and
Permitted Sublicensees to, at MPIB’s sole expense, execute all documents and
take all additional steps reasonably requested by MPIB to effect the intent
hereof. 

Section 3.03 Effect of Purchase. The Parties acknowledge and agree that the
provisions of this Article 3 shall cease to apply from and after the Purchase
Date in the event the Purchase occurs (i.e., at which point, as between the
Parties, IB will be the owner of the Licensed Materials).

ARTICLE 4 
LICENSE FEE 

Section 4.01 License Fee. On the Purchase Date, for and in consideration of
use of the Licensed Material during the Application Term, IB will pay MPIB a
one-time license fee in the amount set forth on Exhibit B. 


5 







ARTICLE 5 
REPRESENTATIONS AND WARRANTIES 

Section 5.01 MPIB’s Representations and Warranties.
MPIB hereby represents and
warrants to IB that: 

(a) MPIB is duly organized,
validly existing and in good standing under its jurisdiction of organization and
has the right to enter into this Agreement; 

(b) the performance of this
Agreement shall not violate any agreement between MPIB and any other Person, and
there are no contractual obligations preventing the fulfillment of any of MPIB’s
obligations hereunder or materially impairing or diminishing the value of any of
IB’s rights hereunder; 

(c) the execution, delivery and
performance by MPIB of this Agreement and the consummation of the transactions
contemplated hereby are within the powers of MPIB, have been duly authorized by
all necessary action on the part of MPIB and constitute a valid and binding
agreement of MPIB;

(d) to the knowledge of MPIB, the
execution, delivery and performance by MPIB of this Agreement and the
consummation by MPIB of the transactions contemplated hereby require no action
by or in respect of, or filing with, any Governmental Authority; and 

(e) there is no action, suit,
Claim, investigation or proceeding pending against or, to the Knowledge of MPIB,
threatened against, MPIB or its business before any arbitrator or any
Governmental Authority that is reasonably likely to adversely affect the
business of MPIB in a material respect or that challenges or seeks to prevent,
enjoin, alter or materially delay the transactions contemplated by this
Agreement. 

Section 5.02 IB’s Representations and Warranties.
IB hereby represents and warrants
to MPIB that: 

(a) IB is duly organized, validly
existing and in good standing under its jurisdiction of organization and has the
right to enter into this Agreement; 

(b) the performance of this
Agreement shall not violate any agreement between IB and any other Person, and
there are no contractual obligations preventing the fulfillment of any of IB’s
obligations hereunder or materially impairing or diminishing the value of any of
MPIB’s rights hereunder; 

(c) the execution, delivery and
performance by IB of this Agreement and the consummation of the transactions
contemplated hereby are within the powers of IB, have been duly authorized by
all necessary action on the part of IB and constitute a valid and binding
agreement of IB; and 

(d) there is no action, suit,
Claim, investigation or proceeding pending against or, to the knowledge of IB,
threatened against, IB or its business before any arbitrator or any Governmental
Authority that is reasonably likely to adversely affect the business of IB in a
material respect or that challenges or seeks to prevent, enjoin, alter or
materially delay the transactions contemplated by this Agreement. 

6 







Section 5.03 No Other Representations or Warranties.
(a) Except for the
representations and warranties expressly set forth in this Agreement, each Party
hereby acknowledges and agrees that no representation or warranty of any kind
whatsoever, express or implied, at law or in equity, is made or shall be
deemed to have been made by or on behalf of the other Party or any of its
Affiliates, and each Party hereby disclaims any such representation or warranty,
whether by or on behalf of such Party, and notwithstanding the delivery or
disclosure to the other Party or any of its Representatives or Affiliates of any
documentation or other information with respect to any the foregoing.


(b) Each Party hereby
acknowledges and agrees that the other Party makes no representation or warranty
with respect to any projections, forecasts or other estimates, plans or budgets
of future revenues, expenses or expenditures, future results of operations (or
any component thereof), future cash flows (or any component thereof) or future
financial condition (or any component thereof), business, operations or affairs.


Section 5.04 Survival of Representations and Warranties.
The representations and
warranties contained herein and in any certificate or other writing delivered
pursuant hereto shall not survive the Purchase. 

ARTICLE 6 
ADDITIONAL COVENANTS 

Section 6.01 Notification of Certain Events. 

Each Party shall promptly
notify the other Party of: 

(a) any notice or other
communication from any Person alleging that the consent of such Person is or may
be required in connection with any transaction contemplated by this Agreement;


(b) any notice or other
communication from any Governmental Authority in connection with the
transactions contemplated by this Agreement; and 

(c) any actions, suits, Claims,
investigations or proceedings commenced that, if pending on the date of this
Agreement, would have been required to have been disclosed. 

Section 6.02 Reasonable Best Efforts; Further Assurances.
Subject to the terms and
conditions of this Agreement, the Parties shall use their reasonable best
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary or desirable under Applicable Law to consummate the
transactions contemplated by this Agreement. The Parties shall execute and
deliver such other documents, certificates, agreements and other writings and
take such other actions as may be reasonably necessary or desirable in order to
consummate or implement expeditiously the transactions contemplated by this
Agreement. 

Section 6.03 Certain Filings. The Parties shall cooperate with each other (i) in
determining whether any action by or in respect of, or filing with, any
Governmental Authority is required, or any actions, consents, approvals or
waivers are required to be obtained from parties to any material contracts, in
connection with the consummation of the transactions contemplated by this
Agreement and (ii) in taking such actions or making any such filings, furnishing
information required in connection therewith
and seeking timely to obtain any such actions, consents, approvals and waivers.


7 







ARTICLE 7 
TERM
AND TERMINATION 

Section 7.01 Commencement and Termination. This term of this Agreement shall commence on the
Effective Date and may be terminated at any time prior to the Purchase Date:


(a) by mutual written agreement
of MPIB and IB; 

(b) by either MPIB or IB if the
Purchase has not been consummated on or before the date that is 18 months
following the Effective Date; 

(c) by either MPIB or IB if
consummation of the transactions contemplated hereby would violate any
nonappealable final order, decree or judgment of any Governmental Authority
having competent jurisdiction; or 

(d) by MPIB upon written notice
to IB upon the occurrence of any material breach of this Agreement by IB prior
to the Purchase Date and IB’s failure to cure such event within 10 days
following MPIB’s delivery of written notice to IB of such event (it being
understood that, if such event is incapable of being cured, or if IB does not
promptly undertake efforts to cure such event following receipt of such notice,
in each case in the reasonable judgment of MPIB, then MPIB shall have the right
to terminate this Agreement immediately upon written notice to IB); or


(e) by IB upon written notice to
MPIB upon the occurrence of any material breach of this Agreement by MPIB prior
to the Purchase Date and MPIB’s failure to cure such event within 10 days
following IB’s delivery of written notice to MPIB of such event (it being
understood that, if such event is incapable of being cured, or if MPIB does not
promptly undertake efforts to cure such event following receipt of such notice,
in each case in the reasonable judgment of IB, then IB shall have the right to
terminate this Agreement immediately upon written notice to MPIB). 

Section 7.02 Effect of Termination. (a) Upon the termination of this Agreement
pursuant to Section 7.01, the License, any Permitted Sublicenses and all rights
of IB and its Representatives, Affiliates and Permitted Sublicensees with
respect to the Licensed Materials and Improvements shall terminate immediately
without any further action by MPIB, and IB shall, and shall cause each of its
Representatives, Affiliates and Permitted Sublicensees to: (i) cease using the
Licensed Materials; (b) return to MPIB or destroy, at MPIB’s election, all
Confidential Information of MPIB; and (c) cooperate generally with MPIB to
ensure that all rights of MPIB in the Licensed Materials and Improvements are
preserved and retained by MPIB. Upon MPIB’s written request, IB shall provide
written certification to MPIB, signed by a duly authorized officer of IB, of
IB’s compliance with IB’s obligations under this 02. 

8 







(b) Any termination of this
Agreement pursuant to Section 7.01 shall be without liability of either Party
(or any Representative thereof) to the other Party; provided that if such termination results from the willful (i) failure of
either Party to fulfill a condition to the performance of the obligations of the
other Party, (ii) failure to perform a covenant of this Agreement or (iii)
breach by either Party of any representation or warranty or agreement contained
herein, such Party shall be fully liable for any and all Damages incurred or
suffered by the other Party as a result of such failure or breach. 

ARTICLE 8 
MISCELLANEOUS 

Section 8.01 Notices. All notices, requests and other communications to any Party shall be in
writing (including facsimile transmission and email transmission, so long as a
receipt of such e-mail is requested and received) and shall be
given, 

if to IB, to: 

	           
    	Independence Bancshares, Inc.
		500 East Washington Street
		Greenville, SC 29601
		Facsimile: (864) 672-1777
		E-mail: mlong@indepbanc.com
		Attention: Martha Long,
CFO



with a copy to: 

	           
    	Nelson Mullins Riley & Scarborough
      LLP
		104 S. Main Street, Suite 900
		Greenville, SC 29601
		Facsimile: (864) 250-2373
		Attention: Ben Barnhill
		Email: ben.barnhill@nelsonmullins.com



if to MPIB, to: 

	           
    	MPIB Holdings, LLC
		c/o Kathleen M. DeCruze
		Martin, DeCruze & Company, LLP
		2777 Summer Street, Suite 401
		Stamford, CT 06905
		Facsimile: (203) 977-8314
		E-mail: gordonabaird@gmail.com
		Attention: Gordon A.
Baird



9 







with a copy to: 

	           
    	Martin
    LLP
		262 Harbor Drive,
      3rd Floor
		Stamford, CT
      06902
		Facsimile: (203)
      973-5250
		Email:
      cmartin@martinllp.net
		Attention:
      Christopher Martin



or such other address,
facsimile number or email address as such Party may hereafter specify for the
purpose by notice to the other Parties. All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5:00 p.m. in the place of receipt and such day is a
business day in the place of receipt. Otherwise, any such notice,
request or communication shall be deemed not to have been received until the
next succeeding business day in the place of receipt. 

Section 8.02 Amendments and Waivers. (a) Any provision of this Agreement may be amended
or waived if, but only if, such amendment or waiver is in writing and is signed,
in the case of an amendment, by each Party or, in the case of a waiver, by the
Party against whom the waiver is to be effective. 

(b) No failure or delay by any
Party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by Applicable Law. 

Section 8.03 Expenses. Except as otherwise provided on Exhibit B, all costs and
expenses incurred in connection with this Agreement shall be paid by the Party
incurring such cost or expense. 

Section 8.04 Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors and
assigns; provided that no Party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the
consent of the other Party. 

Section 8.05 No Partnership or Joint Venture. Nothing in this Agreement shall be construed as
making or rendering MPIB and IB partners, joint venturers or members of a joint
enterprise or as making or rendering either of the Parties liable for the debts
or obligations of the other Party. 

Section 8.06 Governing Law. This Agreement shall be governed by and construed
in accordance with the law of the State of New York without regard to the
conflicts of law rules of such state. 

10 







Section 8.08. Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby shall be
brought in the United States District Court for the Southern District of New
York or any New York State court sitting in New York City, so long as one of
such courts shall have subject matter jurisdiction over such suit, action or
proceeding, and any cause of action arising out of this Agreement shall be
deemed to have arisen from a transaction of business in the State of New York.
Each of the Parties hereby irrevocably consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any Party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limitation of the foregoing, each Party hereby agrees
that service of process on such Party as provided in Section 9.01 shall be
deemed effective service of process on such Party. 

Section 8.09 Counterparts; Effectiveness; Third Party
Beneficiaries. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each Party shall have
received a counterpart hereof signed by the other Party. Until and unless each
Party has received a counterpart hereof signed by the other Party, this
Agreement shall have no effect and no Party shall have any right or obligation
hereunder (whether by virtue of any other oral or written agreement or other
communication). No provision of this Agreement is intended to confer any rights,
benefits, remedies, obligations, or liabilities hereunder upon any Person other
than the Parties and their respective successors and assigns. 

Section 8.10 Entire Agreement. This Agreement constitutes the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both oral and written, between the Parties
with respect to the subject matter hereof. 

Section 8.11 Severability. If any term, provision, covenant or restriction
of this Agreement is determined by a court of competent jurisdiction or other
Governmental Authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
Party. Upon such a determination, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as
closely as possible in an acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible. 

11 







Section 8.12 Specific Performance. The Parties hereby acknowledge and agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions
hereof in the courts set forth in Section 6.07, in addition to any other remedy
to which they are entitled at law or in equity. 

Section 8.13 Drafting Party. The provisions of this Agreement have been
prepared, examined, negotiated and revised by each Party and its lawyers, and no
implication shall be drawn and no provision shall be construed against any Party
by virtue of the purported identity of the drafter of this Agreement or any
portion of this Agreement. 

[signature page follows] 

12 







IN WITNESS WHEREOF, the
Parties have entered into this Agreement as of the day and year first above
written. 


	MPIB
      HOLDINGS, LLC 
	
		 	 
	By:	/s/ Gordon A. Baird	 
	        	Name:
      Gordon A. Baird
		Title:
      Authorized Member
	 	
	INDEPENDENCE BANCSHARES, INC. 

	 	
	By:	/s/ Martha L. Long	 
		Name: Martha L. Long
		Title: Chief Financial
  Officer




[signature page to License
Agreement] 

1 







EXHIBIT A 

LICENSED MATERIALS


	●	
      All computer software,
      hardware, systems, intellectual property rights, intellectual property
      agreements and assigned contracts as disclosed in the MPIB file server at:
      https://bhco.egnyte.com/fl/1RZyWr4gww. 
 

	●	
      All (i) books and
      records relating to the assets, properties and rights of Seller relating
      to the Business; (ii) market research studies, surveys, reports, analyses
      and similar information relating to the Business; (iii) all active and
      inactive files and data relating to the Business; and (iv) sales data,
      brochures, catalogues, literature, forms, mailing lists, art work,
      photographs and advertising material, in whatever form or media relating
      to the Business. 
 

	●	
      All claims, causes of
      action, choses in action, rights of recovery and rights of set-off of any
      kind in favor of Seller or pertaining to, or arising out of, the Business.
      
 

	●	
      All goodwill and other
      intangible properties associated with any of the assets described in the
      foregoing including, without limitation, the Intellectual Property
      Rights.
 

	●	
      MPIB Global
      (unregistered service mark of MPIB) 
 

	●	
      www.mpibglobal.com
      (Internet domain name owned by MPIB) 










EXHIBIT B
LICENSE FEE 

$150,454, which amount shall
be paid to: 

	●	
      Davis Polk &
      Wardwell LLP $85,222 
 

	●	
      Martin LLP $53,522
      
 

	●	
      Martin, Decruze &
      Company $11,710