Capital Provider. Client has entered into an Advisory Services Agreement
with Dominion Harbor Group, LLC (the "Capital Provider") dated July 22, 2015,
pursuant to which Capital Provider has agreed to pay the Enforcement Expenses
pursuant to Section 10 of this Agreement. In the event of Capital Provider's
breach of its duty to pay Enforcement Expenses and failure to cure such breach
within forty-five (45) days of written notice from BJC to Clientof
suchbreach,thepartiesagreethatBJCshallcontinuetopursueitsactivitiesunderthisAgreement
with the following modifications, so long as such breach has not occurred within
one year of the effective date of thisAgreement:
(a)
Client shall take all reasonable efforts to obtain alternative financing
of Enforcement Expenses. In the event that Client has been unable to obtain such
alternative
financingofEnforcementExpenseswithin90daysofCapitalProvider'sbreachofitsduty to
pay Enforcement Expenses, Client have no further obligation to pay Enforcement
Expenses to BJC;and
(b)
In the event Client is unable to obtain alternative financing
ofEnforcement Expenses, the Contingent Attorneys' Fees percentages to which BJC
is entitled in Section 6 of this Agreement shall hereby be increased by 35%.
(For example, if the stated percentage is 30% for BJC, the increased percentage
shall be40.5 %.)
12.
No Representation or Warranty by Law Firm. Each Party specifically
recognizes that the other Party has made no representation or warranty
whatsoever regarding the probable outcome of the Lawsuit and has in no way
guaranteed the result or outcome of nor any recovery from the settlement or
trial of theLawsuit.
13.
LawFirmAssociationofOtherLawyersorAssignment.BJCagreestoperform
faithfully the duties imposed upon BJC as attorneys for Client in the
enforcement of the Patent Rights.
Subject to Client's written approval,
BJC may, at the discretion and expense of BJC,
associateanyotherattorney,lawfirmorotherentity,asallowedbylaw,intheenforcementofthe
Patent Rights, and may assign all or any part of its interest in the Licensing
Agreement Proceeds or Litigation Proceeds to any other such entity, as allowed
by law, provided that such assignment
shallnotincreasethecosttoClientofanyLawsuitorreducetheinterestofClientintheLicensing
Agreement Proceeds or Litigation Proceeds. BJC shall also have the right to
assign its interest in the Licensing Agreement Proceeds or Litigation Proceeds,
as allowed by law, to any other entity,
providedthatsuchassignmentshallnotrelieveBJCofanyobligationunderthisAgreement.Client
agreestocooperatewithBJCinapportioningBJC'sportionofrevenuesamongotherprofessionals
who may further the purposes of thisAgreement.
14.
Right of Attorneys to Withdraw. BJC may, upon 30 days written notice, at
its option and with court approval if necessary, withdraw from any Lawsuit or
cease to represent Client for any reason consistent with applicable ethical and
professional obligations. BJC shall continue to provide all necessary services
during the notice period. If such withdrawal is with
cause,thenBJCshallbeentitledtoreasonablecompensationforanylicensingorlitigationservices
ithasprovidedtoClientpursuanttotheestablishedlegalprinciplesintheStateofTexasgoverning
such compensation. If such withdrawal is without cause, BJC's right to
compensation shall be limited to any Licensing Agreement Proceeds or Litigation
Proceeds as of the date of withdrawal under this Agreement. If BJC decides for
any reason to withdraw from any litigation, BJC will provide Client a reasonable
time to identify and retain replacementcounsel.
15.
Termination of BJC. Client may at any time terminate BJC's representation
of Client pursuant to this Agreement. Such termination without cause shall not
in any way eliminate
BJC'srighttocompensationrelatingtoanyLicensingAgreementProceedsorLitigationProceeds
pertaining to any Licensing Negotiations or Lawsuit pending as of