SETTLEMENT AND LICENSE AGREEMENT

DEFINITIONS.  The following definitions apply to this Agreement:

(a)  

“ACH” is the acronym for the “Automated Clearing House” Network and means the funds transfer system governed by the National Automated Clearing House Association (“NACHA”).

(b)  

“ACH Transaction” means an entry complying with the NACHA ACH Record Format Specifications, including NACHA standard entry class codes ARC, WEB, POP, TEL, and BOC.

(c)  

“Acquires” means to obtain an interest in an entity either by acquisition, purchase, or merger.

(d)  

“Affiliate” of a party means any Entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, such party, where “control” means: (i) for an Entity, ownership of fifty percent (50%) or more of the capital stock or other ownership interest of the Entity carrying the right to vote for or appoint directors or their equivalent (if not a corporation), or otherwise to direct or cause the direction of the management policies of the Entity; or (ii) for an Entity incorporated outside of the U.S. or whose country of domicile is outside of the U.S., ownership of less than fifty percent (50%) of the capital stock or other ownership interest of the Entity carrying the right to vote for or appoint directors or their equiv alent (if not a corporation), or otherwise to direct or cause the direction of the management policies of the Entity, if the country of incorporation or the country of domicile of the Entity requires that foreign ownership be less than fifty percent (50%), but only to the extent that the maximum allowable amount of securities instruments or other ownership interests of the Entity is owned by the party; and (iii) provided, however, that an Entity shall be considered an Affiliate of a party only for the periods where such ownership or control exists.

(e)  

“Bank” means any institution that is a member of the Federal Reserve System and that accepts demand deposits to consumer accounts from which a consumer may withdraw funds by check or share draft for payment to others.

(f)  

“Court” means the United States District Court for the Eastern District of Texas, Marshall Division.

(g)  

“Covered Products and Services” means any and all Infringing Products and Services (and any of its/their components) that have been, will be, is, or are being Exploited by or for BNYM (including properly licensed successors (subject to Section 6 (Change in Control / Acquisitions)) and permitted assigns (subject to Section 9.1 (Assignment)) or its Affiliates and only to the extent such Exploitation is done by or for BNYM (including properly licensed successors (subject to Section 6 (Change in Control / Acquisitions)) and permitted assigns (subject to Section 9.1 (Assignment)) or its Affiliates and not done on behalf of an Excluded Party.

(h)  

“Covered Third Parties” means any Entity other than an Excluded Party, to the extent that such Entity Exploits any Covered Products and Services.

(i)  

“Excluded Party” means any Bank.  Notwithstanding the foregoing, Excluded Party does not include, and shall not be interpreted to include: (a) any BNYM Entity; (b) a Bank(s), who is not a defendant in Litigation I or II, for whom BNYM Entities process ACH Transactions so long as all such ACH Transactions do not exceed 50,000 transactions in the aggregate among all such Banks in any month;  or (c) any Entity that:  (i) is dismissed with prejudice from a lawsuit for Infringement of an LML Patent; (ii) is found not to Infringe all asserted claims of an LML Patent(s) that are also not found to be invalid or unenforceable after all appeals are exhausted; (iii) otherwise enters into a settlement agreement with any LML Entity concerning an LML Patent(s); or (iv) is otherwise licensed to an LML Patent(s).

(j)  

“Entity” means any individual, trust, corporation, person or company, partnership, joint venture, limited liability company, association, firm, unincorporated organization or other legal or governmental entity.

(k)  

“Exploit” means to own, design, develop, acquire, make, have made, use, sell, offer to sell, perform, provide, import, export, and/or the exercise of all other activities specified under 35 U.S.C. § 271 and foreign counterparts thereto (as the foregoing 35 U.S.C. § 271 and foreign counterparts thereof may be amended or superseded from time to time).  “Exploited,” “Exploitation,” and other variations of the word “Exploit” shall have correlative meanings.

(l)  

“Infringement” or “Infringes” means direct infringement, indirect infringement, infringement under the doctrine of equivalents, or any other theory of infringement in any jurisdiction worldwide.

(m)  

“Infringing Products and Services” means any and all products and services the Exploitation of which, but for the license granted in this Agreement, would Infringe any claim of any LML Patent.

(n)  

“Non-Covered Affiliate” with respect to an Entity means any affiliate of that Entity that is not covered by a license, release, or covenant-not-to-sue under the LML Patents.

(o)  

“BNYM Entities” means BNYM and its Affiliates and its or their predecessors, properly licensed successors (subject to Section 6 (Change in Control / Acquisitions)) and permitted assigns (subject to Section 9.1 (Assignment)).

(p)  

“LML Entities” means LML and its Affiliates and its or their predecessors, successors and permitted assigns (subject to Section 9.1 (Assignment)).

(q)  

“LML Patents” means (i) U.S. Patent No. RE40,220, (ii) any issued patent and any pending patent application anywhere in the world that LML currently owns or controls (or has the right to own or, control,) as of the Effective Date of this Agreement; (iii) any patent or patent application worldwide to which any of the foregoing patents and/or patent applications claims priority or are otherwise related, including, but not limited to all parents, provisionals, substitutes, renewals, continuations, continuations-in-part, reissues, reexamination certificates, divisionals, foreign counterparts, oppositions, continued examinations, reexaminations, and extensions of any of the foregoing; and (iv) applications of the foregoing patents and/or patent applications described above.  For purposes of this definition, a patent or patent application is deemed to be under LML’s “control” if an LML Entity has the right to assert a claim of Infringement or grant a license under such patent or patent application.

Stipulated Dismissal.  The Parties agree to direct their counsel to file with the Court a joint motion for dismissal with prejudice of the Parties’ respective claims for relief against the other Party in Litigation I as set forth in Exhibit A within five (5) days after the receipt of payment specified in Section 3.1.  The Parties shall promptly proceed with any and all additional procedures needed to dismiss with prejudice the Parties’ respective claims for relief against the other Party in Litigation I.

No Award of Fees or Costs.  The Parties agree that they shall bear their own expenses, costs and attorneys' fees relating to Litigation I and negotiating the Agreement, including the transactions contemplated herein.

No Attempt to Invalidate.  BNYM agrees that, in the absence of a subpoena or court order requiring its participation or support, no BNYM Entity shall participate in or support any suit, claim, action, litigation, administrative proceeding, or proceeding of any nature brought against LML that challenges the validity or enforceability of the LML Patents so long as the BNYM Entities: (a) have a license to the LML Patents, subject to Section 6 (Change in Control / Acquisitions); (b) are fully released for all claims of Infringement of the LML Patents, subject to Section 6 (Change in Control / Acquisitions); and  (c) are not accused of Infringement of any LML Patent, subject to Section 6 (Change in Control / Acquisitions).  However, the BNYM Entities may challenge the val idity or enforceability of the LML Patents if: (i) any suit, claim, action, litigation or proceeding to enforce one or more of the LML Patents is brought against a BNYM Entity related to one or more of the LML Patents, or places a BNYM Entity in a reasonable apprehension of being sued on one or more of the LML Patents, or (ii) a BNYM Entity receives a request for indemnification related to an LML Patent, but only after the BNYM Entity has provided thirty (30) days written notice to LML of its intent to challenge the validity or enforceability of the asserted LML Patent(s).

Payment by BNYM.  BNYM agrees to pay to LML the non-refundable sum of three million nine hundred thousand U.S. dollars ($3,900,000.00) on or before October 8, 2010 in consideration of the terms set forth in this Agreement.  Nothing in this paragraph 3.1, however, shall diminish BNYM’s right to seek damages independently for an alleged breach of this Agreement by LML.  Such amount will be delivered to LML’s counsel, McKool Smith P.C., via wire transfer to the following account:

Term.  Unless earlier terminated as specified in this section, the term of this Agreement shall commence upon the Effective Date and shall continue until the expiration of all statutes of limitations applicable to any causes of action and claims arising out of or related to the LML Patents or the Lawsuits.  Otherwise, this Agreement may only be earlier terminated in whole or in part pursuant to Section 3.3 (Termination Due to Non-Payment by BNYM) or upon the mutual written agreement of the Parties.

Termination Due to Non-Payment by BNYM.  If BNYM fails to make the payment specified in Section 3.1 (Payment by BNYM) above in the time specified, such failure will constitute a material breach of this Agreement.  Upon such breach, LML may then, after five (5) business days following written notice of such breach to BNYM, if BNYM does not deliver the payment specified in Section 3.1 (Payment by BNYM) to LML within five (5) business days after receiving such notice from LML, at its option, either terminate the Agreement or it may petition the Court for specific enforcement of BNYM’s payment obligations.  BNYM hereby consents to the jurisdiction of the Court for enforcement of the payment obligations in Section 3.1 (Payment by BNYM), and agrees that specific enfo rcement of the payment obligations of this Agreement is an available remedy.

Tax Liability.  Each Party shall bear its own tax liability as a result of the existence of this Agreement or the performance of any obligations hereunder.

Additional Payments.  Subject to the provisions of Section 6 (Change in Control/Acquisitions), the payment of the amount set forth in Section 3.1 (Payment by BNYM) shall be the total compensation to any LML Entity by any BNYM Entity for all releases, licenses, covenants and all other rights granted in this Agreement, and no additional payment shall be due or made to any LML Entity or any other Entity by any BNYM Entity with respect to the releases, licenses, covenants and all other rights granted in this Agreement.

3.6  

BNYM’s Retained Rights / Bankruptcy.  The Parties acknowledge and agree that the LML Patents are “intellectual property” as defined in Section 101(35A) of the United States Bankruptcy Code, as the same may be amended from time to time (the "Code"), which have been licensed hereunder in a contemporaneous exchange for value.  The Parties further acknowledge and agree that if LML: (i) becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; (ii) applies for or consents to the appointment of a trustee, receiver or other custodian for it, or makes a general assignment for the benefit of its creditors; (iii) commences, or has commenced against it, any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings; or (iv) elects to reject, or a trustee on behalf of it elects to reject, this Agreement or any agreement supplementary hereto, pursuant to Section 365 of the Code (“365”), or if this Agreement or any agreement supplementary hereto is deemed to be rejected pursuant to 365 for any reason, this Agreement, and any agreement supplementary hereto, shall be governed by Section 365(n) of the Code (“365(n)”) and BNYM Entities will retain and may elect to fully exercise its or their rights under this Agreement in accordance with 365(n).

Agreement Obligations Not Released.  None of the releases or covenants not to sue herein releases any Party or its Affiliates from its respective obligations under this Agreement or under any protective orders entered in Litigation I as of the Effective Date or prevents any Party or any of its Affiliates from enforcing the terms and conditions of this Agreement against the other Party or its Affiliates.

LML’s Release to BNYM.  Subject to the provisions of Section 3.3 (Termination Due to Non-Payment by BNYM) and Section 6 (Change in Control/Acquisitions), LML Entities, on behalf of themselves and their past, current, and future members, shareholders, employees, officers, directors, parent entities, attorneys, principals, representatives, agents, partners, affiliates, predeccessors, successors, operating partnerships, general partners, divisions, assigns, heirs, executors, associates, and administrators, forever release: (a) the BNYM Entities and their past, current, and future members, shareholders, employees, officers, directors, parent entities, attorneys, principals, representatives, agents, partners, affiliates, predeccessors, successors, operating partnerships, general partne rs, divisions, assigns, heirs, executors, associates, and administrators, from any and all claims, causes of action, actions, demands, liabilities, losses, damages, attorneys’ fees, court costs, or any other form of claim or compensation, whether known or unknown, whether in law or equity, accruing before or on the Effective Date, related in whole or part to Litigation I, any of the LML Patents, or Exploitation of the Covered Products and Services, including without limitation any act of past or present Infringement, misappropriation or other violation of one or more of the LML Patents, and any claim that is or would have been within the scope of either the covenant not to sue or license granted in Sections 4.4 (Covenant-Not-To-Sue by LML Entities) and 5.1 (License), and any claim that the LML Entities asserted or could have asserted in Litigation I as of the Effective Date; and (b) the Covered Third Parties from any and all claims, causes of action, actions, demands, liabilities, losses, damages, atto rneys’ fees, court costs, or any other form of claim or compensation, whether known or unknown, whether in law or equity, accruing before,  on, or after the Effective Date, related in whole or part to Litigation I, any of the LML Patents, or Exploitation of the Covered Products or Services, including without limitation any act of past, present, or future Infringement, misappropriation or other violation of one or more LML Patents, and any claim that is or would have been within the scope of either the covenant not to sue or license granted in Sections 4.4 (Covenant Not To Sue By LML Entities) and 5.1  (License), and any claim that the LML Entities asserted or could have asserted in Litigation I as of the effective date.

BNYM’s Release to LML.  Subject to the obligations of LML under this Agreement, BNYM Entities, on behalf of themselves and their past, current, and future members, shareholders, employees, officers, directors, parent entities, attorneys, principals, representatives, agents, partners, affiliates, predecessors, successors, operating partnerships, general partners, divisions, assigns, heirs, executors, associates, and administrators, forever release LML Entities and their past, current, and future members, shareholders, employees, officers, directors, parent entities, attorneys, principals, representatives, agents, partners, affiliates, predecessors, successors, operating partnerships, general partners, divisions, assigns, heirs , executors, associates, and administrators, from any claims, causes of action, actions, demands, liabilities, losses, damages, attorneys’ fees, court costs, or any other form of claim or compensation, whether known or unknown, whether in law or equity, accruing before or on the Effective Date, related in whole or part to Litigation I or any of the LML Patents (conserving, subject to Section 2.3, defenses or claims regarding the validity or enforceability of one or more of the LML Patents) that is or would have been within the scope of the covenant not to sue granted in Section 4.5 (Covenant-Not-To-Sue by BNYM Entities) and that the BNYM Entities asserted or could have asserted as of the Effective Date.

Covenant-Not-To-Sue by LML Entities.  Subject to the provisions of Section 3.3 (Termination Due to Non-Payment by BNYM) and Section 6 (Change in Control/Acquisitions), the LML Entities, on behalf of themselves and their respective successors and permitted assigns, agree that:  (a) they will not assert, pursue, maintain, encourage, support, assist, or join in any action or litigation asserting any claim against any BNYM Entity for Infringement of any claim of the LML Patents with respect to or arising out of (i) the Exploitation of any Covered Products or Services or (ii) any Infringing Products or Services Exploited by a BNYM Entity for or on behalf of  a single Bank defendant in Litigation I or II, provided however that nothing in this Section or Sections 4.2 ( Release) or 5.1 (License) shall impair LML’s right to enforce the LML Patents against such defendant and recover its full measure of damages from such defendant for any such Infringing Products or Services Exploited by a BNYM Entity for or on behalf of such defendant; and (b) they will not assert, pursue, maintain, encourage, support, assist, or join in any action or litigation asserting any claim against any Covered Third Parties for Infringement of any claim of the LML Patents with respect to or arising out of the Exploitation of any Covered Products and Services.

License.  Subject to the provisions of Section 3.3 (Termination Due to Non-Payment by BNYM) and Section 6 (Change in Control / Acquisitions), LML hereby grants to each of the BNYM Entities and Covered Third Parties a fully paid-up, irrevocable, non-exclusive, world-wide, royalty free license under the LML Patents to Exploit the Covered Products and Services throughout the world.  This license attaches to and is transferred with each Covered Product and Service and passes to each and every Covered Third Party with regard to such Covered Product and Service.  This license is retroactive to the earliest priority date of the LML Patents.

Disclaimer of Infringement and Validity.  Nothing herein shall be construed as an admission by any BNYM Entity: (a) that the LML Patents have been or are being Infringed; or (b) that the LML Patents are valid or enforceable.

Acquisitions by a BNYM Entity.  In the event any BNYM Entity Acquires an Excluded Party or any business line of an Excluded Party that provides Infringing Products and Services after the Effective Date of this Agreement (hereinafter referred to as “Acquired Entity”), neither the Acquired Entity nor any of its Non-Covered Affiliates will gain the benefit of the license grant, covenant not to sue, or releases in this Agreement. Upon the BNYM Entity’s request, LML agrees to negotiate in good faith with the BNYM Entity to release and/or license, under the LML Patents, any ACH Transactions created, processed, or transmitted by the Acquired Entity and/or any of its Non-Covered Affiliates (hereinafter “Section 6.1 Non-Covered ACH Transactions”).  If LML and the BNYM Entity cannot reach agreement on the terms of such release and/or license, then LML, the BNYM Entity, and any Non-Covered Affiliates of the Acquired Entity shall have all remedies, defenses, and counterclaims available to them under applicable law with respect to any Section 6.1 Non-Covered ACH Transactions.

Acquisitions of a BNYM Entity.  In the event an Excluded Party Acquires any BNYM Entity and maintains the BNYM Entity as a separate legal entity after the acquisition (the resulting legal entity hereinafter referred to as the “Acquiring Entity”), then the license grant, covenant not to sue, and releases in this Agreement may be assigned by the BNYM Entity to the Acquiring Entity, and, under such circumstances, will continue to apply with respect to any Exploitation of the Covered Products and Services that occurred prior to the date of the acquisition and was covered under the license grant, covenant not to sue, and releases in this Agreement.  However, the license grant, covenant not to sue, and releases in this Agreement will not apply to those ACH Transactions c reated, processed or transmitted by the Acquiring Entity (including the BNYM Entities), and/or by any Non-Covered Affiliates of the Acquiring Entity each month after the date of the acquisition that go beyond 125% of the BNYM Entities’ average monthly transaction volumes for Covered Products and Services based on the 12 months preceding the date of the acquisition (hereinafter, “Acquisition Volume Limit”).  If the collective number of ACH Transactions created, processed or transmitted by the Acquiring Entity (including the BNYM Entity) and/or by any Non-Covered Affiliates of the Acquiring Entity in any given month after the date of the acquisition exceeds the Acquisition Volume Limit, the Acquiring Entity agrees to notify LML of same within sixty (60) days of such occurrence, and the ACH Transactions exceeding the Acquisition Volume Limit shall not be covered under the license grant, covenant not to sue or releases in this Agreement (hereinafter, “Section 6.2 Non-Covere d ACH Transactions”).  If the Acquiring Entity provides the notice as specified above within the timeframe specified above, LML agrees to negotiate in good faith with the Acquiring Entity to release and/or license, under the LML Patents, any Section 6.2 Non-Covered ACH Transactions.  If the Acquiring Entity does not provide the notice as specified above and/or if LML and the Acquiring Entity cannot reach agreement on the terms of such release and/or license, then LML, the Acquiring Entity (including the BNYM Entities), and any Non-Covered Affiliates of the Acquiring Entity shall have all remedies, defenses, and counterclaims available to them under applicable law with respect to any Section 6.2 Non-Covered ACH Transactions.

Transfer of Covered Assets of a BNYM Entity.  In the event of a sale or other transfer of the assets of any BNYM Entity that includes a business line that provides Covered Products and Services to an Excluded Party (hereinafter referred to as the “Covered Transferee Entity”), then the license grant, covenant not to sue, and releases in this Agreement may be assigned by the BNYM Entity to the Covered Transferee Entity, and, under such circumstances, shall continue to apply with respect to any Exploitation of the Covered Products and Services that occurred prior to the date of the sale or transfer and was covered under the license grant, covenant not to sue, and releases in this Agreement.  However, the license grant, covenant not to sue, and releases in this Agreeme nt will not apply to those ACH Transactions created, processed or transmitted by the Covered Transferee Entity (including the BNYM Entities) and/or any Non-Covered Affiliates of the Covered Transferee Entity each month after the date of the purchase that go beyond 125% of the BNYM Entities’ average monthly transaction volumes for Covered Products and Services based on the 12 months preceding the date of the purchase (hereinafter, “Covered Transferee Volume Limit”).  If the collective number of ACH Transactions created, processed or transmitted by the Covered Transferee Entity (including the BNYM Entity) and/or by any Non-Covered Affiliates of the Covered Transferee Entity in any given month after the date of the purchase exceeds the Covered Transferee Volume Limit, the Covered Transferee Entity agrees to notify LML of same within sixty (60) days of such occurrence, and the ACH Transactions exceeding the Covered Transferee Volume Limit shall not be covered under the license gr ant, covenant not to sue or releases in this Agreement (hereinafter, “Section 6.3 Non-Covered ACH Transactions”).  If the Covered Transferee Entity provides the notice as specified above within the timeframe specified above, LML agrees to negotiate in good faith with the Covered Transferee Entity to release and/or license, under the LML Patents, any Section 6.3 Non-Covered ACH Transactions.  If the Covered Transferee Entity does not provide the notice as specified above and/or if LML and the Covered Transferee Entity cannot reach agreement on the terms of such release and/or license, then LML, the Covered Transferee Entity (including the BNYM Entities), and any Non-Covered Affiliates of the Covered Transferee Entity shall have all remedies, defenses, and counterclaims available to them under applicable law with respect to any Section 6.3 Non-Covered ACH Transactions.

Transfer of Non-Covered Assets of a BNYM Entity. In the event of a sale or other transfer of the assets of any BNYM Entity that does not include any part of a business line that provides the Covered Products and Services to an Excluded Party (hereinafter referred to as the “Non-Covered Transferee Entity”), then neither the Non-Covered Transferee Entity nor any of its Non-Covered Affiliates will gain the benefit of the license grant, covenant-not-to-sue, or releases in this Agreement.  Upon the Non-Covered Transferee Entity’s request, LML agrees to negotiate in good faith with the Non-Covered Transferee Entity to release and/or license, under the LML Patents, any ACH Transactions created, processed, or transmi tted by the Non-Covered Transferee Entity and/or any of its Non-Covered Affiliates (hereinafter “Section 6.4 Non-Covered ACH Transactions”).  If LML and the Non-Covered Transferee Entity cannot reach agreement on the terms of such release and/or license, then LML, the Non-Covered Transferee Entity, and any Non-Covered Affiliates of the Non-Covered Transferee Entity shall have all remedies, defenses, and counterclaims available to them under applicable law with respect to any Section 6.4 Non-Covered ACH Transactions.

Termination of Payments Due Pursuant to Section 6.  With respect to any good faith negotiations undertaken pursuant to Sections 6.1 (Acquisitions by a BNYM Entity) through Section 6.4 (Transfer of Non-Covered Assets By a BNYM Entity) above, LML agrees that no royalty will be due as to an LML Patent for any ACH Transactions created, processed, or transmitted by the BNYM Entity, by any Acquired Entity, Acquiring Entity, Covered Transferee Entity or Non-Covered Transferee Entity (as defined above), or by any Non-Covered Affiliates of any Acquired Entity, Acquiring Entity, Covered Transferee Entity or Non-Covered Transferee Entity after the expiration date of such LML Patent or its final legal adjudication of invalidity or unenforceability after all appeals are exhausted in the Courts or Un ited States Patent and Trademark Office.

CONFIDENTIALITY.  The Parties may disclose the existence of this Agreement.  Neither Party may disclose the specific terms and conditions of this Agreement to any Entity except that each Party may disclose the terms and conditions of this Agreement: (i) in response to a valid subpoena or as otherwise may be required by law, regulation, or order of a court or governmental authority of competent jurisdiction, provided that, to the extent permitted by law or regulation, the Party required to make such a disclosure gives as much notice as is reasonably possible to the other Party to contest such order or requirement and takes all reasonable actions in an effort to minimize the nature and extent of such disclosure; (ii) on a confidential basis to its legal, accounting or financial advisors solely for the purposes of providing such advice and solely to the extent that they have a need for access; (iii) if that Party forms a good faith belief that disclosure is required under applicable securities regulations or listing agency requirements, including for the purpose of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, National Instrument NI 51-102 (under Canadian law), as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under applicable laws or regulations; (iv) in its financial statements as it is required to do under applicable generally accepted accounting principles while acting in reliance on its auditors; (v) to any defendant as part of its disclosure obligations subject to the Court's Protective Order in the applicable litigation brought by LML to enforce an LML Patent, in which event LML will seek to have the production protected under an “Outside Counsel Attorneys Eyes Only” or higher confidentiality designation and LML will take all reasonable actions in an effort to minimize the nature and extent of such disclosure; (vi) upon the express written consent of the other Party; (vii) on a confidential basis to investors and potential investors and acquirers, but subject to any such investor or potential investor or acquirer having first executed an appropriate non-disclosure agreement requiring such investor or potential investor or acquirer to maintain this Agreement and the terms and conditions of this Agreement in confidence; or (viii) as necessary to pursue an indemnification claim from a potential or actual indemnitor, subject to obligations of confidentiality and privilege at least as stringent as those contained herein; (ix) to a Covered Third Party, subject to obligations of confidentiality and privilege at least as stringent as those contained herein; and (x) to its auditors or the auditors of its Affiliates.

BNYM Representations and Warranties. BNYM represents and warrants to LML that it has all requisite legal right, power and authority to enter into, execute, deliver and perform this Agreement and grant the releases, covenants not to sue and all other rights provided for under this Agreement.

LML Representations and Warranties. As a condition precedent to BNYM entering into this Agreement, LML represents and warrants to BNYM that as of the Effective Date: (a) LML has all requisite legal right, power and authority to enter into, execute, deliver and perform this Agreement and grant the licenses, releases, covenants not to sue and all other rights provided for under this Agreement; (b) LML owns the entire right, title, and interest in and to the LML Patents and the inventions disclosed and claimed therein, including all rights to recover for alleged Infringement of the LML Patents by the BNYM Entities; (c) the LML Entities have not granted and shall not grant any licenses or other rights, under the LML Patents or the claims or counterclaims asserted in the Litigation I or otherwise, tha t would conflict with or prevent the licenses and rights granted to BNYM Entities or Covered Third Parties hereunder; (d) there are no liens, conveyances, mortgages, assignments, encumbrances, or other agreements that would prevent or impair the full and complete exercise of the terms and conditions of this Agreement; (e) the LML Entities have not entered into, and shall not enter into, any other agreement that would interfere with the obligations and immunities set forth in this Agreement during the term of this Agreement; and (f) LML will not transfer, assign, or exclusively license to another any of the LML Patents or claims/demands that LML asserted (or could have asserted) against the BNYM Entities relating to the LML Patents or the Litigation I, unless the transferee, assignee, or exclusive licensee agrees to be bound by all of the terms and conditions of this Agreement.

Limitations on Representations and Warranties.  Nothing contained in this Agreement shall be construed as: (a) a warranty or representation by either party that any manufacture, sale, use, or other disposition of products by the other party has been or will be free from Infringement of any patents other than the LML Patents; (b) an agreement by either Party to bring or prosecute actions or suits against any Entity for Infringement, or conferring any right to the other Party to bring or prosecute actions or suits against third parties for Infringement; (c) conferring any right to either Party to use in advertising, publicity, or otherwise, any trademark, service mark, or trade dress of the other Party, or any simulation thereof, without the prior written consent of the other Party; (d) conferring any right to either Party, except as otherwise provided in Section 7 (Confidentiality), to use any names or trade names of the other Party, or any simulation thereof, without the prior written consent of the other Party; (e) an obligation to furnish any technical information or know-how; or (f) conferring by implication, estoppel or otherwise, upon either party, any right (including a license) under patents other than the LML Patents except for the rights expressly granted hereunder.

DISCLAIMER OF WARRANTIES.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE NO EXPRESS REPRESENTATIONS AND GRANT NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUE OR OTHERWISE.

No Joint and Several Liability.  Notwithstanding anything herein to the contrary, the BNYM Entities and the Covered Third Parties shall not have any liability to any of the LML Entities for any actions or inactions of another defendant in the Lawsuits, or any other Entity against whom any of the LML Entities has asserted or may assert a claim for Infringement of a LML Patent.

Assignment.  Except as otherwise provided in Section 6, this Agreement may not be assigned by either Party without the prior written consent of the other Party in its sole discretion.  Absent such written consent from BNYM, LML shall not assign, or grant any right to enforce any LML Patent, or any right that would conflict with the rights granted hereunder, to any Entity unless such assignment or grant is subject to all of the terms and conditions of this Agreement, and such Entity executes an agreement agreeing to be bound by all of the terms and conditions of this Agreement including a requirement to bind all further successors-in-interest or assigns thereof to the terms and conditions of this Agreement.  All releases, licenses, and covenants contained herein shall run with the LML Patents and shall be binding on any successors-in-interest or assigns thereof.  Any attempted assignment or grant in contravention to this Section shall be null and void.

Entire Agreement.  This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the Parties and embodies the entire and only understanding of each of them with respect to the subject matter of the Agreement, and merges, cancels and supersedes all prior representations, warranties, assurances, conditions, definitions, understandings and all other statements or agreements, whether express, implied, or arising out of operation of law, whether oral or written, whether by omission or commission, between and among the Parties hereto with respect to the subject matter of the Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.

Notices.  All notices, requests, approvals, consents and other communications required or permitted under this Agreement will be in writing and addressed as follows:

Governing Law.  This Agreement and all matters connected with the performance thereof shall be governed by and will be construed, interpreted, and applied in accordance with the laws of the State of Texas and the federal laws of the United States as applicable therein, without regard to the laws of those jurisdictions governing conflicts of laws.

Arbitration Notice of Dispute / Cure Period.  The Parties agree that before initiating any arbitration proceeding based on a dispute arising under or relating to this Agreement (other than a dispute arising under or relating to Section 3.3 (Termination Due to Non-Payment by BNYM) or Sections 6.1 (Acquisition by a BNYM Entity) through 6.4 (Transfer of Non-Covered Assets of a BNYM Entity), which dispute shall be governed by the applicable provisions set forth in those sections), the Party seeking to initiate an arbitration will:  (a) provide notice to the other Party of such dispute; (b) allow thirty (30) days for that Party to resolve such dispute; and (c) enter into good faith negotiations to resolve the dispute.

Arbitration Procedure.  If a dispute arises under or relates to this Agreement and if such dispute cannot be settled through negotiation pursuant to Section 9.5.1 (Arbitration Notice of Dispute / Cure Period), then the dispute shall be exclusively resolved by binding arbitration pursuant to the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), administered by the AAA applying the substantive law as specified in Section 9.4 (Governing Law), with arbitration to occur at a location to be determined by the three (3) arbitrators.  The arbitration shall be before three (3) arbitrators in the English language.  Each Party shall be entitled to select one (1) arbitrator, each of whom shall be an attorney with subject matter expertise in patent law and technology related to methods of electronically transferring funds, and the selected arbitrators shall together choose the third arbitrator, who shall also have the same required subject matter expertise.  The arbitration proceedings and the documents, materials and testimony provided thereunder shall be kept confidential and the Parties and the arbitrators shall be required to execute a confidentiality agreement as necessary to protect the confidentiality of such documents, materials and testimony.  Each Party shall bear its own attorneys’ fees and costs in connection with the arbitration, including the costs of the AAA and the arbitrators, which shall be equally divided.  The majority award and/or decision of the arbitrators shall be final and binding on the Parties, and their successors and assigns.  Each Party and its successors and assigns agrees to abide by any such award and/or decision rendered in the arbitr ation, hereby consents to the jurisdiction of the Court for enforcement of any such award and/or decision, and agrees that specific enforcement of any payment obligations pursuant to such an award and/or decision is an available remedy.

Expenses.  Except as otherwise specifically provided in this Agreement, the Parties agree that they shall bear their own costs and attorneys’ fees incurred in connection with the negotiation and drafting of this Agreement and the transactions contemplated herein.

Headings. The section and sub-section headings contained in this Agreement are for convenience of reference only and shall not serve to limit, expand or interpret the sections or sub-sections to which they apply, and shall not be deemed to be a part of this Agreement.

Interpretation; Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provision of this Agreement.  This Agreement is in the English language only, which language shall be controlling in all respects, and all notices under this Agreement shall be in the English language.  For purposes of construction, the singular includes the plural and vice versa.

By:/s/ Patrick H. Gaines

By:/s/ Eric Kamback

Name: Patrick H. Gaines

Name: Eric Kamback

Title: President

Title: EVP

Date: September 27, 2010

Date: September 27, 2010

LML PATENT CORP,

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Plaintiff

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v.

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CIVIL ACTION NO. 2:08-CV-448-DF

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JURY

JP MORGAN CHASE & CO., ET AL.,

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Defendants

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Date: ______________, 2010

Respectfully submitted,

By:           /s/   William P. Atkins

William P. Atkins*

Email: ***@***

Robert M. Fuhrer*

Email: ***@***

Sarah R. Greene*

Email: ***@***

PILLSBURY WINTHROP SHAW PITTMAN LLP

1650 Tysons Boulevard

McLean, VA  22102-4859

Telephone: (703) 770-7900

Facsimile: (703) 770-7901

Elizabeth L. DeRieux

State Bar No. 05770585

Email: ***@***

S. Calvin Capshaw

State Bar No. 03783900

Email: ***@***

D. Jeffrey Rambin

State Bar No. 00791478

Email: ***@***

Capshaw DeRieux, LLP

1127 Judson Road, Suite 220

Longview, Texas  75601

Telephone: (903) 236-9800

Facsimile: (903) 236-8787

and

/s/ Melissa Smith

Melissa Smith

Texas State Bar No. 00794818

GILLAM & SMITH, LLP

303 South Washington

Marshall, Texas 75670

Telephone: 903 ###-###-####

Facsimile: 903 ###-###-####

***@***

Theodore Stevenson, III

Lead Attorney

Texas Bar No. 19196650

***@***

John Austin Curry

Texas State Bar No. 24059636

***@***

McKool Smith, P.C.

300 Crescent Court, Suite 1500

Dallas, Texas 75201

Telephone: 214 ###-###-####

Facsimile: 214 ###-###-####

Sam F. Baxter

Texas Bar No. 01938000

***@***

McKOOL SMITH, P.C.

505 East Travis Street, Suite 105

Marshall, TX 75670

Telephone: 903 ###-###-####

Facsimile: 903 ###-###-####

Michael S. Perez

Texas Bar No. 24002752

***@***

Daniel W. Sharp

Texas Bar NO. 24041902

***@***

John Garvish

Texas State Bar No. 24043681

***@***

McKool Smith, P.C.

300 W. 6th Street, Suite 1700

Austin, Texas  78701

Telephone: 512 ###-###-####

Facsimile: 512 ###-###-####

LML PATENT CORP,

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PLAINTIFF

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v.

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CIVIL ACTION NO. 2:08-CV-448-DF

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§

JURY

JP MORGAN CHASE & CO., ET AL.,

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DEFENDANTS

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