RECITALSEmployment Agreement • April 15th, 1998 • Quest Products Corp • Wholesale-miscellaneous nondurable goods • New York
LICENSE AGREEMENT This Agreement is made and entered into as of the 31st day of October (the effective date) by and between Charles E. Wheatley residing at 1220 Rambling Hills Drive, Cincinnati, Ohio 45230, Geoff Coy, residing at 8588 Morning Calm...License Agreement • March 30th, 2000 • Quest Products Corp • Wholesale-miscellaneous nondurable goods • New York
WARRANT AGREEMENT dated as of June , 1996 by and between Phase-Out of America, Inc., a Delaware corporation (the "Company"), and Herbert M. Reichlin (the "Purchaser"). WITNESSETH: WHEREAS, the Company proposes to issue to Purchaser a warrant (the...Warrant Agreement • March 31st, 1997 • Phase Out of America Inc • Wholesale-miscellaneous nondurable goods • New York
RECITALSEmployment Agreement • April 15th, 1998 • Quest Products Corp • Wholesale-miscellaneous nondurable goods • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2023 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February 19, 2021, between Quest Patent Research Corporation, a Delaware corporation (the “Company”), and Ryan T. Logue (“Indemnitee”).
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July, 1996 by and among Phase-Out of America, Inc., a Delaware corporation, with headquarters located at 140 Broadway, Lynbrook, New York 11563 (the...Securities Purchase Agreement • March 31st, 1997 • Phase Out of America Inc • Wholesale-miscellaneous nondurable goods • New York
EXHIBIT 10.15 INVESTMENT AGREEMENTInvestment Agreement • March 28th, 2001 • Quest Products Corp • Wholesale-miscellaneous nondurable goods • New York
Consulting Agreement dated July 9, 1996 between Phase-Out of America, Inc. (the "Company") having an office at 140 Broadway, Lynbrook, New York 11563 and American Employer Services Corporation ("AESC"), having an address at 6800 Jericho Turnpike Suite...Consulting Agreement • March 31st, 1997 • Phase Out of America Inc • Wholesale-miscellaneous nondurable goods • New York
Consulting Agreement dated July 9, 1996 between Phase-Out of America, Inc. (the "Company") having an office at 140 Broadway, Lynbrook, New York 11563 and Herbert M. Reichlin ("Reichlin"), having an address at 6800 Jericho Turnpike -Suite 214E,...Consulting Agreement • March 31st, 1997 • Phase Out of America Inc • Wholesale-miscellaneous nondurable goods • New York
RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 15th, 2014 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
AGREEMENT dated as this 30th day of November, 2014, by and between Quest Patent Research Corporation, a Delaware corporation with its principal office at 411 Theodore Fremd Ave, Suite 206S, Rye, New York 10580 (the “Company”), and Jon C. Scahill, residing at (the “Executive”).
SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASESeparation Agreement and Mutual General Release • December 15th, 2014 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • Delaware
This Separation Agreement and Mutual General Release (“Agreement”) is made and entered into by and between Burton A. Goldstein (the “Executive”) and Quest Patent Research Corporation, a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 15th, 2014 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Agreement, dated as of March 1, 2008, (the "Effective Date"), is between Quest Patent Research Corporation, a Delaware corporation, (the "Company") and Herb Reichlin, an individual ("Employee").
SECURITY AGREEMENTSecurity Agreement • March 16th, 2023 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
This Security Agreement (as amended from time to time, the “Security Agreement”), is made by and between is made by and among Quest Patent Research Corporation, a Delaware corporation (“Quest”), Harbor Island Dynamic LLC, a Texas limited liability company (“Harbor,” and, together with Quest collectively, “Seller”), and QPRC Finance III LLC (“Buyer”), a Delaware limited liability company (each, a “Party,” and collectively, the “Parties”). This Security Agreement (a) is effective as of March 12, 2023 (the “Effective Date”) Reference is made to that certain Prepaid Forward Purchase Agreement between Buyer and Seller, dated effective as the Effective Date (as it may be amended from time to time, the “Purchase Agreement”).
STANDSTILL AGREEMENTStandstill Agreement • May 4th, 2018 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
This STANDSTILL AGREEMENT (this “Agreement”), dated as of June 12, 2017, to and under the Securities Purchase Agreement referenced below, is among Quest Patent Research Corporation, a Delaware corporation (the “Company”), Quest Licensing Corporation, a Delaware corporation, Wynn Technologies, Inc., a New York corporation, Mariner IC Inc., a Texas corporation, Semcon IP Inc., a Texas corporation and IC Kinetics Inc., a Texas corporation, United Wireless Holdings, Inc., a Delaware corporation (the “Buyer”), and Andrew C. Fitton and Michael R. Carper (together, the “Buyer’s Transferees”).
RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2021, by and among Quest Patent Research Corporation, a Delaware corporation, (the “Company”), and Intelligent Partners LLC, a Delaware limited liability company (“IPLLC”), Andrew C. Fitton (“Fitton:”) and Michael Carper (“Carper”, and, together with IPLLC and Fitton, collectively the “Stockholders” and each, a “Stockholder,” and the Stockholders, together with the Company are collectively referred to as the “Parties” and each a “Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2015 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 22, 2015, by and among Quest Patent Research Corporation, a Delaware corporation, with headquarters located at 411 Theodore Fremd Avenue, Suite 206S, Rye, New York, 10580 (the “Company”), Quest Licensing Corporation, a Delaware corporation (“Quest Licensing”), Wynn Technologies, Inc., a New York corporation (“Wynn”), Mariner IC Inc., a Texas corporation (“Mariner”), Semcon IP Inc., a Texas corporation (“Semcon”) and IC Kinetics Inc., a Texas corporation (“IC”), and United Wireless Holdings, Inc., a Delaware corporation, with headquarters located at 301 Congress Avenue, Suite 1275, Austin, TX 78701 (the “Buyer”). Quest Licensing, Wynn, Mariner, Semcon and IC are wholly owned subsidiaries of the Company and are referred to collectively as the “SPA Subsidiaries.”
PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • March 16th, 2023 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Prepaid Forward Purchase Agreement (as amended from time to time, the “Purchase Agreement”) is made by and among Quest Patent Research Corporation, a Delaware corporation (“Quest”), Harbor Island Dynamic LLC, a Texas limited liability company (“Harbor,” and, together with Quest collectively, “Seller”), and QPRC Finance III LLC (“Buyer”), a Delaware limited liability company (each, a “Party,” and collectively, the “Parties”). This Purchase Agreement is effective as of March 12, 2023 (the “Effective Date”). Terms used herein but not otherwise defined shall have the meanings set forth in Schedule I and the exhibits hereto.
Licensing Services AgreementLicensing Services Agreement • December 15th, 2014 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Licensing Services Agreement is entered into this 10th day of July, 2008 between Balthaser Online, Inc. (“BOI”), Quest Patent Research Corporation (“Quest”), and Dickstein Shapiro LLP (“DS”).
MONETIZATION PROCEEDS AGREEMENT – NEW ASSETSMonetization Proceeds Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Monetization Proceeds Agreement (the “Agreement”) dated as of February 19, 2021, is entered into by and between Intelligent Partners LLC, a Delaware limited liability company (“IPLLC”), and Quest Patent Research Corporation, a Delaware corporation (the “Company”). IPLLC and the Company are collectively referred to herein as the “Parties” and each individually as a “Party.”
SUBSIDIARY PATENT PROCEEDS SECURITY AGREEMENTSubsidiary Patent Proceeds Security Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
SUBSIDIARY PATENT PROCEEDS SECURITY AGREEMENT (this “Security Agreement”) dated as of February 19, 2021 (the “Effective Date”), among Quest Patent Research Corporation, a Delaware corporation (the “Company”), Quest Licensing Corporation, a Delaware corporation (“QLC”), Quest NetTech Corporation, a Texas corporation (as successor to Wynn Technologies Inc.) (“NetTech”), Mariner IC Inc., a Texas corporation (“Mariner”), Semcon IP Inc., a Texas corporation (“Semcon”), IC Kinetics Inc., a Texas corporation (“IC”), CXT Systems Inc., a Texas corporation (“CXT”), M-Red Inc., a Texas corporation (“MRED”) and Audio Messaging Inc., a Texas corporation (“AMI”) ,(each of the QLC, NetTech, Mariner, Semcon, IC, CXT, MRED and AMI, a “Pledgor” and collectively “Pledgors”), and QPRC Finance LLC, a Delaware limited liability company (the “Buyer”), and is effective as of the Effective Date.
PATENT PROCEEDS SECURITY AGREEMENTPatent Proceeds Security Agreement • October 28th, 2015 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
PATENT PROCEEDS SECURITY AGREEMENT (this “Security Agreement”) dated as of October 19, 2015, between Quest Patent Research Corporation, a Delaware corporation (the “Company”), Quest Licensing Corporation, a Delaware corporation, Wynn Technologies Inc., a New York corporation, Mariner IC Inc., a Texas corporation, Semcon IP Inc., a Texas corporation, IC Kinetics Inc., a Texas corporation (each of the foregoing, a “Pledgor”), each Pledgor having its principal place of business at 411 Theodore Fremd Avenue, Suite 206S, Rye, New York, 10580, and United Wireless Holdings, Inc., a Delaware corporation having its principal place of business at 301 Congress Avenue, Suite 1275, Austin, Texas 78701 (the “Buyer”).
Agreement Between Quest Patent Research Corporation, Wynn Technologies, Inc., And Sol Li (formerly Sol Wynn)Agreement • December 15th, 2014 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • California
This document sets forth all of the material terms of the agreement between Quest Patent Research Corporation (formerly Quest Products Corporation)("Quest"), Wynn Technologies Inc., and Sol Li (formerly Sol Wynn) ("Mr. Li") effective as of February 8„ 2011 (hereinafter "the Agreement"). In consideration for the mutual promises and obligations set forth herein the parties hereto agree as follows:
AGREEMENT BETWEEN QUEST PRODUCTS CORPORATION AND SOL H. WYNNQuest Products Corp • March 28th, 2001 • Wholesale-miscellaneous nondurable goods
MPA-NA Security AgreementSecurity Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
This MPA-NA Security Agreement (“Agreement”), dated as of February 19, 2021, relates to the Monetization Proceeds Agreement, dated as of February 9, 2021 (the “MPA-NA”), by and among Quest Patent Research Corporation (“Company”), a Delaware corporation, and Intelligent Partners LLC (“IPLLC”), a Delaware limited liability company. Capitalized terms used but not otherwise defined herein will have the meanings assigned to such terms in the MPA-NA.
PATENT SALE AGREEMENTPatent Sale Agreement • October 28th, 2015 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • Delaware
This PATENT SALE AGREEMENT (this “Agreement”) is entered into, as of the Effective Date (defined below), by and between Intellectual Ventures Assets 16 LLC, a Delaware limited liability company, with an address at 2711 Centerville Rd, Suite 400, Wilmington, DE 19808 (“Seller”) and Quest Patent Research Corporation], a Delaware company with an office at 411 Theodore Fremd Ave., Suite 206S, Rye, New York 10580 (“Purchaser”). The parties hereby agree as follows:
LICENSE AGREEMENTLicense Agreement • December 15th, 2014 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This License Agreement, effective as of the date of execution by both parties, is by and between Emerging Technologies Trust, a trust organized and operated under the laws of the Commonwealth of Massachusetts, including all associated, affiliated and subsidiary entities, with a principal office at 16018 Harbour Palms Dr., Ft. Myers, FL 33908 (“COMPANY”) and Quest Packaging Solutions Corporation, 240 East 75th Street, New York, NY 10021-2929, a corporation formed under the laws of the state of New York (hereinafter “LICENSEE”). COMPANY and LICENSEE are herein collectively and jointly referred to as the “Parties.”
MONETIZATION PROCEEDS AGREEMENTMonetization Proceeds Agreement • April 2nd, 2018 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Monetization Proceeds Agreement (the “Agreement”) dated as of July 31, 2017, is entered into by and between United Wireless Holdings, Inc. (“UWH”), a Delaware corporation, on the one hand, and CXT Systems, Inc. (“CXT” or “Patent Owner”), a Texas corporation. (UWH and the Patent Owner are collectively referred to herein as the “Parties” and each individually as a “Party.”)
MONETIZATION PROCEEDS AGREEMENTMonetization Proceeds Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Monetization Proceeds Agreement (the “Agreement”) dated as of February 19, 2021, is entered into by and between Intelligent Partners LLC, a Delaware limited liability company (as transferee of United Wireless Holdings, Inc.) (“IPLLC”), and M-Red Inc. (“MRED” or “Patent Owner”), a Texas corporation, and is effective as of the Restructure Date (as defined below). (IPLLC and the Patent Owner are collectively referred to herein as the “Parties” and each individually as a “Party.”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2021, by and among Quest Patent Research Corporation, a Delaware corporation (the “Company”), and QPRC Finance LLC, a Delaware limited liability company (the “Purchaser”).
INTELLECTUAL PROPERTY PURCHASE AND ASSIGNMENT AGREEMENTAssignment Agreement • December 15th, 2014 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This INTELLECTUAL PROPERTY PURCHASE & ASSIGNMENT AGREEMENT (the "Agreement") effective as of the date last signed below (the "Effective Date"), is by and between Intertech Holdings, LLC (the "Assignor"), a Delaware limited liability company having a principal business address el Meadow Lane, Woodcliff Lake, New Jersey 07677, and Quest NetTech Corporation, a Texas Corporation (the "Assignee"), having a business address at 251 W81st St, Suite 7B, New York, NY 10024. Assignor, and Assignee are each a "Party" to this Agreement and collectively, the "Parties" to this Agreement.
AMENDED AND RESTATED MONETIZATION PROCEEDS AGREEMENTMonetization Proceeds Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Amended and Restated Monetization Proceeds Agreement, dated as of February 19, 2021, is entered into by and between Intelligent Partners, LLC (as transferee of United Wireless Holdings, Inc. ) (“IPLLC”), a Delaware limited liability corporation, on the one hand, and Quest Patent Research Corporation (“QPRC”), a Delaware corporation, and its subsidiaries, Quest Licensing Corporation, a Delaware corporation, Quest NetTech Corporation, a Texas corporation, as successor to Wynn Technologies Inc., Mariner IC Inc., a Texas corporation, Semcon IP Inc., a Texas corporation, and IC Kinetics Inc., a Texas corporation, each such subsidiary a “Patent Owner” and collectively “Patent Owners”) and is effective as of the Restructure Date (as defined below). (IPLLC, QPRC and the Patent Owners are collectively referred to herein as the “Parties” and each individually as a “Party.”)
Quest Patent Research Corporation 19 Fortune Lane Jericho, New York 11753 516-364-3500Quest Patent Research Corp • December 15th, 2014 • Wholesale-miscellaneous nondurable goods
ContractQuest Patent Research Corp • May 13th, 2020 • Wholesale-miscellaneous nondurable goods
Form 5305-SEP (Rev. December 2004) Department of the Treasury Internal Revenue Service Simplified Employee Pension—Individual Retirement Accounts Contribution Agreement (Under section 408(k) of the Internal Revenue Code) OMB No. 1545-0499
RESTRUCTURE AGREEMENTRestructure Agreement • February 24th, 2021 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
RESTRUCTURE AGREEMENT (the “Agreement”), dated as of February 19, 2021, by and among Quest Patent Research Corporation, a Delaware corporation, (“Quest” or “Company”), Quest Licensing Corporation, a Delaware corporation (“QLC”), Mariner IC Inc., a Texas corporation (“Mariner”), Semcon IP Inc., a Texas corporation (“Semcon”), IC Kinetics Inc., a Texas corporation (“IC”), Quest NetTech Corporation, a Texas corporation (as successor to Wynn Technologies Inc.) (“NetTech”), CXT Systems, Inc., a Texas corporation (“CXT”), M-Red Inc., a Texas Corporation (“MRED”), Audio Messaging Inc., a Texas corporation (“AMI”), Intelligent Partners LLC, as transferee of United Wireless Holdings, Inc., a Delaware limited liability (the “Holder”), Andrew C. Fitton (“Fitton”) and Michael Carper (“Carper”). QLC, Mariner, Semcon, IC, NetTech, CXT, MRED and AMI are subsidiaries of the Company and are referred to collectively as the “Restructure Subsidiaries.” (Holder and the Company are collectively referred to
PATENT SECURITY AGREEMENTPatent Security Agreement • March 16th, 2023 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods
This Patent Security Agreement (the “Patent Security Agreement”) is made by and among Quest Patent Research Corporation, a Delaware corporation (“Quest”), Harbor Island Dynamic LLC, a Texas limited liability company (“Harbor,” and, together with Quest, “Grantor”) and QPRC Finance III LLC (“Grantee”), a Delaware limited liability company (each, a “Party,” and collectively, the “Parties”). This Patent Security Agreement is effective as of March 12, 2023 (the “Patent Security Agreement Effective Date”). Reference is made to that certain Prepaid Forward Purchase Agreement between Buyer and Grantor, dated effective as of March 12, 2023 (as it may be amended from time to time, the “Purchase Agreement”).
