EXHIBIT B
`EXHIBIT B
`
`

`

`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`Settlement and License Agreement
`
`This Settlement and License Agreement (“Agreement”) is made as of May 12, 2023
`(“Effective Date’), between Kyocera Corporation, a Japanese corporation with its principal place
`of business at 6 Takeda, Tobadono-cho, Fushimi-ku, Kyoto, Japan 612-8501, (“Kyocera”), and
`AGIS Software Development LLC, a Texaslimited liability company with its principal place of
`business at 100 West Houston Street, Marshall, Texas 75670 (“AGIS”). As used herein, “Party”
`
`refers to either Kyocera or AGIS, and “Parties” refers to Kyocera and AGIScollectively.
`
`Whereas, AGISbrought suit against Kyocera in the Eastern District of Texas (Case
`No. 2:22-cv-00444-JRG,the “EDTX Lawsuit”) and in the U.S. International Trade Commission
`(Case No. ITC 337-TA-1347, the “ITC Lawsuit’) (collectively, the “Lawsuits’”) for alleged
`patent infringement of the AGIS Patents-in-Suit (defined below);
`
`Whereas, Kyocera has sold, marketed, and supported certain Kyocera Products (defined
`below) whichare accusedof infringement by AGIS;
`
`Whereas, Kyocera has denied anyliability in the Lawsuits; and
`
`Whereas, the Parties desire to settle the Lawsuits and enter into this Agreement
`providing for a full, final, complete, and global settlement of the Lawsuits and resolving forever
`and always any claim noworin the future by AGIS against Kyocera andits Affiliates involving
`any AGISPatents and any Kyocera Product (all defined below), whether such claim is now
`known or unknown to AGIS, and to provide for certain releases, licenses, and covenantsnot to
`sue, all on the terms and conditionsset forth herein.
`
`Now,therefore, in consideration of the above premises and the mutual covenants
`contained herein and other good and valuable consideration, the receipt and sufficiency of which
`are hereby acknowledged, the Parties, in accord with the above Whereas clauses, which are
`incorporated herein by reference, and intendingto be legally bound, hereby agree as follows:
`
`1.0
`
`DEFINITIONS.
`
`“Affiliate” means, with respect to a Party, any Person that now orat any time in the
`future directly or indirectly controls, is controlled by, or is under the commoncontrol with such
`Party, whether through the ownership of securities, as a result of contract, or otherwise. For
`purposes of this Agreement, “control” of a legal entity shall mean ownership,directly or
`indirectly, presently held or acquired in the future, of(a) at least fifty percent (50%) or more of
`the outstanding voting shares of such entity, or (b) at least fifty percent (50%) or more of the
`total combined voting powerentitled to elect or appoint directors or persons performing similar
`functions for such an entity, or (c) in the case of a non-corporate entity, equivalent interests in
`such entity giving the powerto direct or cause direction of the managementorpolicies of such
`entity whether by ownership of voting securities, by contract, or otherwise.
`
`ewAND LICENSEAGREEMENTBETWEENAGISAND KYOCERA
`
`Page 1
`
`

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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`“Third Party” means any Person other than the Parties to this Agreementor their
`respective Affiliates.
`
`“AGIS Patents” means
`
`the United States Patent Nos. 8,213,970, 9,467,838,
`
`9,445,251, 9,749,829, and 9,820,123 (“AGIS Patents-in-Suit”)
`
`“Excluded Products” means
`
`“Exploit, Exploited or Exploitation” meansto, in whole orin part, directly or indirectly,
`own, make, have made,design, develop, author, write, generate source codefor, use,sell, offer
`to sell, supply, purchase, license, lease, import, operate, distribute, perform, provide, display,
`transmit, use in a network, export, market, advertise, instruct use of, or otherwise practice, or
`dispose of, and the exercise ofall other activities that may give rise to any cause ofaction,
`liability, or damage, including under Title 35 of the United States code and foreign counterparts
`thereto (as may be amended or superseded from timeto time).
`
`“Infringe,” “Infringed,” and “Infringement” includesdirect and indirect infringement
`(including inducement and contributory infringement) and whetherliterally or by virtue of the
`doctrine of equivalents of any intellectual property right in any jurisdiction worldwide.
`
`“Person” meansan individual, trust, corporation, partnership, joint venture, limited
`liability company, association, unincorporated organization, or other legal entity.
`
`“KyoceraProduct”means
`
`SETTLEMENT AND LICENSE AGREEMENT BETWEEN AGIS AND KYOCERA
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`Page 2
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`2.0
`
`LICENSE, COVENANT AND RELEASE.
`
`AGIS License to Kyocera. Subject to
`2.1
`BE AGIS,on behalf ofitself, its Affiliates, and their predecessors, successors, and
`assigns, grants to Kyocera, its Affiliates, and any andall of their predecessors, successors, and
`assigns, a
`
`i) 2
`
`Covenants.
`
`2.2.1. AGIS Covenant. Withoutlimiting Section 2.1, AGIS, on behalf ofitself,
`its Affiliates, and their predecessors, successors, and assigns, hereby covenants:
`
`
`
`
`
`
`N 3
`
`Releases.
`
`2.3.1 AGIS Release of Kyocera. In addition to Sections 2.1 and 2.2, subject to
`AGIS, on behalf of itself and its Affiliates,
`and their predecessors, successors (but only in their capacity as successorsto the rights of AGIS
`and/orits Affiliates), assigns (but only in their capacity as assignsof the rights of AGIS and/or
`its Affiliates), agents, directors, officers, and employees(but as to agents, directors, officers, and
`employees, only in their capacities as such)(all of the foregoing collectively with AGIS,the
`“AGISParties”) hereby fully and forever irrevocably and unconditionally releases, acquits, and
`forever discharges Kyocera(together with its Affiliates, predecessors, successors, assigns,
`agents, attorneys, insurers, servants, employees, officers, and directors) (collectively with
`Kyocera the “Kyocera Released Parties”) from any andall actions, causes of action, claims or
`demands,liabilities, losses, damages, duties, obligations, attorneys’ fees, court costs, or any other
`form of claim or compensation, whether known or unknown, madeor claimed,arising at any
`
`eeANDLICENSEAGREEMENTBETWEENAGISANDKYOCERA
`
`Page 3
`
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`timeprior to or as of the Effective Date, out of the facts, events, or occurrences underlying, or
`giving rise to, or otherwiserelated to (i) the allegations in the Lawsuits or any claim or
`counterclaim that could have been joined by AGIS in the Lawsuits, as pertaining to the Kyocera
`Products, (ii) any act of Infringementor any other violation of any of the AGIS Patents with
`respect to or concerning the Kyocera Products,(iii) the conduct of the Lawsuits, and (iv) the
`conduct of settlement negotiations before the Effective Date (except for representations and
`obligations expressly included in the Agreement). For the avoidanceof doubt,
`
`2.3.2 Kyocera Release of AGIS. Kyocera, on behalf of itself and its Affiliates,
`and their predecessors, successors (but only in their capacity as successorsto the rights of
`Kyocera and its Affiliates), assigns (but only in their capacity as assignsof the rights of Kyocera
`and its Affiliates), agents, directors, officers, and employees(butas to agents, directors, officers,
`and employees, only in their capacities as such)(all of the foregoing collectively with Kyocera,
`the “Kyocera Parties”) hereby fully and forever irrevocably and unconditionally releases,
`acquits, and forever discharges AGIS (together with its Affiliates, successors, assigns, agents,
`employees, managers, officers, and directors) (collectively with AGIS, the “AGIS Released
`Parties”) from any andall actions, causes of action, claims, or demands,liabilities, losses,
`damages,duties, obligations, attorneys’ fees, court costs, or any other form of claim or
`compensation, whether known or unknown, madeor claimed,arising at any timepriorto or as of
`the Effective Date, out of the facts, events or occurrences underlying, or givingrise to, or
`otherwise related to: (i) the allegations in the Lawsuits or any claim or counterclaim that could
`have been joined by AGIS in the Lawsuits, (ii) the conduct of the Lawsuits, and(iii) the conduct
`of settlement negotiations before the Effective Date (except for representations and obligations
`expressly included in the Agreement).
`
`UnknownClaims. The releases in this Agreement include an express, informed,
`2.4
`knowing and voluntary waiver and relinquishmentto the fullest extent permitted by law. In this
`connection, the Parties acknowledge that they may have sustained damages,losses, costs or
`expenses which are presently unknown and unsuspected and that such damages,losses, costs or
`expenses as may have been sustained maygive rise to additional damages, losses, costs or
`expenses in the future. The Parties hereto further acknowledgethat they have negotiated this
`Agreement taking into account presently unsuspected and unknownclaims, counterclaims,
`causesof action, damages, losses, costs, and expenses, and the Parties hereto voluntarily
`relinquish and with full knowledgeofits significance, expressly waive and relinquish anyandall
`rights they may have underanystate or federal statute, rule, or commonlaw principle, in law or
`equity, relating to limitations on releases or general releases. Specifically, each Party hereby
`expressly waivesany rights it may have under California Civil Code Section 1542 (or any other
`similar law in any jurisdiction) providingthat:
`
`“A general release does not extendto claimsthat the creditor or releasing party
`does not knoworsuspect to exist in his or her favor at the time of executing the
`release andthat, if known by him or her, would have materially affected his or her
`settlement with the debtor or released party.”
`
`REes:ANDLICENSEAGREEMENTBETWEENAGISANDKYOCERA
`
`Page 4
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`Agreement Obligations Not Released. Notwithstanding any of the foregoing in
`2.5
`this Section 2, neither the release to Kyocera andits Affiliates in Section 2.3.1 herein, nor the
`release to AGIS andits Affiliates in Section 2.3.2 herein, releases any Party from its respective
`obligations under this Agreement or prevents any Party from enforcing the terms and conditions
`of this Agreement against the other.
`
`2.6
`
`Dismissals.
`
`2.6.1 Dismissal of AGIS’s Claims against Kyocera in the Lawsuits. Within Jj
`after the Effective Date, (1) AGIS shall dismiss, with prejudice,all claims
`brought against Kyocera in the Lawsuits; by filing a stipulation or notice of dismissal
`
`substantially in the form attached hereto as Exhibit B, or in such other form as required for
`approval by the Court to effectuate the dismissal.
`
`2.6.2 No Admissions. Kyocera andits Affiliates do not make any admission of
`Infringement, validity, or enforceability of the AGIS Patents, or any admission ofliability by the
`negotiation, execution, or performance of this Agreement.
`
`2.7~~Patent Challenges. Kyocera andits Affiliates, on behalf of themselves andtheir
`successors and assigns, further agree that during such time as they fully benefit from the license
`
`and covenantrights granted by this Agreement, they EES Nothing inthis
`
`
`Agreementshall prohibit Kyocera and its Affiliates or successors or assigns from complying
`with any Court order, subpoena,or other legal obligation to provide documents, information, or
`testimony or otherwise cooperate with anythird party.
`
`3.0
`
`CONSIDERATION.
`
`EE2.0.ANDLICENSEAGREEMENTBETWEENAGISANDKYOCERA
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`Taxes, Costs, and Documentation. All taxes shall be the financial responsibility
`3.3
`of the Party obligated to pay such taxes as determined by the applicable law, and no Party is or
`shall be liable at any time for any other Party’s taxes incurred in connection with orrelated to
`amounts paid under this Agreement.
`
`_ .0 WARRANTIES.
`
`Due Authorization. Each Party warrants and representsthat it is a valid existing
`4.1
`business and in good standing underthe laws ofits respective jurisdiction andit has the full
`powerandauthority to enter into this Agreementandto perform its obligations hereunder and
`consummate the transactions contemplated herein; and further warrants and represents that the
`person executing this Agreementon its behalf has full power and authority to do so.
`
`NoAssignment. The Parties represent and warrant that they have not assigned,
`4.2
`transferred, or otherwise conveyed or purported to assign, transfer, or convey to any person or
`entity any of the rights, remedies, causes of action, claims or demands for damagesthat they
`have released hereunder, or that they have asserted in the Lawsuits. Each Party agrees to
`indemnify and hold harmless the other Party against any claim, demand, debt, obligation,
`liability, cost, expense, or cause of action arising out of or in connection with any such transfer,
`assignment, or conveyance, or purported transfer, assignment or conveyance.
`
`SETTLEMENT AND LICENSE AGREEMENT BETWEEN AGIS AND KYOCERA
`
`Page 6
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`Title. AGIS represents and warrants to Kyocera that (i) AGIS and/orits Affiliates
`4.3
`ownsthe AGISPatents, that it has the right, on its own behalf and on behalf ofits Affiliates, to
`grant the releases, licenses, covenants, andall other rights granted under this Agreement,(ii) that
`no other third party ownsanyright, without the joinder or consent of AGIS or an AGISAffiliate,
`to enforce or recover for Infringement, or any other violation, of the AGIS Patents by Kyocera
`and its Affiliates at any time during the term of this Agreement,(iii) that AGIS has not granted
`and will not grant any licensesor other rights, under the AGIS Patents or otherwise, that would
`conflict with or underminethe licenses, covenants, releases, and rights granted to Kyocera and
`its Affiliates hereunder; and (iv) that it has not divested, sold, assigned or otherwise transferred
`any rights to the AGIS Patents since the filing of the Lawsuit. AGIS represents and warrants that
`there are no liens, conveyances, mortgages, assignments, encumbrances, or other agreements that
`would prevent or impair the full and complete exercise of the terms of this Agreement, including
`the releases, licenses, covenants and other rights granted under this Agreement. AGISorits
`Affiliates shall not sell, assign, divest, or otherwise transfer any of the AGIS Patents, or grant,
`transfer or assign any rights under the AGIS Patents, unless such sales, assignments,
`divestments, grants or transfers are made subject to the rights granted in this Agreement.
`
`AGISrepresents and warrants to Kyocerathat, as of the date of this Agreement, it
`4.4
`doesnotdirectly or indirectly own or control, nor is it owned or controlled by or in common
`with, any other companyor other entity that owns or controls any patents or patent applications
`other than the AGIS Patents. The express purpose ofthis clause is to permit Kyocera to
`understandall patent rights that could be asserted against it by anyone having an interest in the
`AGISPatents. In the event that, and notwithstanding this representation and warranty of Section
`4.4., there are other patents or patent applications that are directly or indirectly owned or
`controlled by AGISor anotherentity that is owned or controlled by or in common with AGIS,
`then such other patents and patent applications (along with all patents issuing thereon) shall be
`treated as if they were AGIS Patents for the purposesofall licenses, covenants, releases and
`other rights granted in this Agreement.
`
`5.0
`
`TERM AND TERMINATION.
`
`Term. This Agreement shall be deemedeffective as of its Effective Date. The
`5.1
`Agreementshall remain in full force and effectee
`Atthat time, the licenses, covenants, termination provisions, and
`releases granted /eren[I
`
`Termination. Other than asset forth in Section 5.1, this Agreement may only be
`5.2
`terminated by mutual written agreementof the Parties.
`
`6.0
`
`ASSIGNABILITY.
`
`Assignment. Except as set forth in Section 6.2 below, neither Party may grant or
`6.1
`assign any rights or delegate any duties under this Agreement to any third party without the prior
`written consent of the other Parties, which shall not be unreasonably withheld, and any attempted
`assignment without such consent shall be null and void. Notwithstanding the foregoing, any
`Party may, without the prior consent of the other Parties, (i) assign rights under this Agreement
`
`poSETTLEMENTANDLICENSEAGREEMENTBETWEENAGISANDKYOCERA
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`to any of its Affiliates; and (ii) assign rights under this Agreementto (a) an acquirerofall or
`substantially all of the equity or assets of its business to which this Agreementrelates, or (b) the
`surviving entity in any merger, consolidation, equity exchange, or reorganization of its business
`to which this Agreementrelates.
`
`Rights Run with Patents. All license rights and covenants contained herein shall
`6.2
`run with the AGIS Patents and shall be binding on any successors-in-interest or assigns thereof.
`AGISshall not assign, or grant any right under, any AGIS Patents to any other party unless such
`assignmentor grant is subjectto all of the terms and conditions of this Agreement applying to
`the AGIS Patents.
`
`Inurement. This Agreementshall be binding upon,inureto the benefit of, and be
`6.3
`enforceable by the Parties and their permitted successors andassigns.
`
`Null assignments. Any attempted assignment or grant in contravention of
`6.4
`Sections 6.1 - 6.2 shall be null and void.
`
`7.0
`
`CONFIDENTIALITY.
`
`Non-disclosure. The terms of this Agreement andall correspondencerelating to
`7.1
`this Agreement are confidential. The Parties shall keep terms andparticulars of this Agreement
`confidential and no Party shall now or hereafter disclose such terms and particulars to any third
`party except:
`(i) with the prior written consent of the other Parties; (ii) as may be required by
`applicable law, regulation, or order of a governmental authority of competent jurisdiction;
`(iii) during the course oflitigation, so long as the disclosure of such terms and conditionsis
`subject to the samerestrictionsas is the confidential information of the other litigating parties,
`such restrictions are embodied in a court-entered protective order limiting disclosure to outside
`counsel, and such disclosing Party uses reasonable efforts to provide the other Parties written
`notice at least ten (10) business daysprior to such disclosure; (iv) in confidence to the
`professionallegal and financial counsel, accountants, or tax advisors representing such Party; (v)
`for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as
`amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities
`and Exchange Commission,or any otherfilings, reports, or disclosures that may be required
`under applicable lawsor regulations; (vi) in confidence to any party covered bythe releases,
`licenses, or covenants granted herein; or (vii) for the purposes of a businesstransaction, so long
`as the disclosure of such terms and conditionsis subject to the protections of a commercially
`reasonable non-disclosure agreement. With respect to the foregoing (11), such disclosing Party
`shall, to the extent legally permissible, provide the other Parties with prior written notice of such
`applicable law, regulation, or order and, at the request of the other Parties, use reasonable efforts
`to limit the disclosure of the terms and conditions of this Agreement, and to obtain a court-
`ordered protective order or agreement limiting disclosure to outside counsel or other requested
`confidential treatment.
`
`Public Statement. The Parties will not issue press releases or otherwise publicize
`7.2
`this settlement or the dismissal of the Lawsuits, except for statements that the matter was
`
`SETTLEMENT AND LICENSE AGREEMENT BETWEEN AGIS AND KYOCERA
`
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`resolved amicably and that AGIS has granted a license to Kyocera. The Parties will not publish
`any disparaging remarks aboutthe other Parties to third parties.
`
`Waiver. The failure of any Party to enforce at any time anyofthe provisions
`7.3.
`governing the confidentiality of the terms of this Agreementor to require at any time
`performanceby any ofthe Parties of any such provisionsshall in no way be construed as a
`waiver of such provision or relinquishmentofthe right thereafter to enforce such provision.
`
`8.0
`
`NOTICES.
`
`Delivery. All notices required or permitted to be given hereundershall be in
`8.1
`writing and shall be deemed delivered (i) upon receipt if delivered by hand;(ii) the next business
`day after being sent by prepaid, nationally-recognized, overnight air courier; (iii) five (5)
`business days after being sent by registered or certified airmail, return receipt required, postage
`prepaid; or (iv) upon transmittal when transmitted by confirmed telecopy (provided that such
`notice is followed by notice pursuant to any of(i) — (iii) above).
`
`8.2
`
`Address. All notices shall be addressed as follows:
`
`For Kyocera::
`
`For AGIS:
`
`ETTLEMENT AND LICENSE AGREEMENT BETWEEN AGIS AND KYOCERA
`
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`9.0 MISCELLANEOUS.
`
`Independent Contractors. Nothing in this Agreementis intendedorshall be
`9.1
`deemedto constitute a partnership, agency, employer-employee,or joint venture relationship
`betweenthe Parties. No Party shall incur any debts or make any commitments for the others.
`There is no fiduciary duty or special relationship of any kind betweenthe Parties to this
`Agreement. Each Party expressly disclaims any reliance on any act, word, or deed of the other
`Parties in entering into this Agreement.
`
`No Implied Licenses. Unless expressly set forth elsewhere in this Agreement,
`9.2
`nothing herein shall be construed as conferring any right to a license or to otherwise use any
`patent, patent application, trademark, service name,service mark,trade dress, trade secret, or
`other intellectual property belonging to Kyocera.
`
`Severability. If any portion of this Agreementis foundto be invalid, illegal, or
`9.3
`unenforceable for any reason, the remainder of the Agreement shall continue in force and,if
`needed, the Parties or a court of competent jurisdiction shall substitute suitable provisions having
`like economic effect and intent.
`
`Amendment. This Agreement cannot be modified, rescinded, terminated, or
`9.4
`amendedin any respectorally or by conduct of the Parties. Any termination, modification,
`rescission, or amendment may be made only by a writing signed byall Parties, and any such
`modification, termination, rescission, or amendmentshall be effective only in the specific
`instance and for the specific purpose given. No waiver of any provision shall be binding in any
`event unless executed in writing by the Party making the waiver.
`
`Counterparts. This Agreement may be executed in several counterparts, each of
`9.5
`which is deemedto be an original but all of which constitute one and the same instrument. A
`photocopy, fax, or PDF of a signature or an electronic signature (such as by DocuSign)shall
`have the same force and effect as an original, wet-ink signature.
`
`Drafting. Each Party and counsel have reviewed and approved this Agreement,
`9.6
`and accordingly any presumptionorrule of construction permitting ambiguities to be resolved
`against the drafting party shall not be employedin the interpretation or application of this
`Agreement.
`
`Sophisticated Parties. The Parties hereby acknowledge, accept, warrant and
`9.7
`representthat (i) they are sophisticated parties representedat all relevant times during the
`negotiation and execution of this Agreement by counsel of their choice, and that they have
`executed this Agreement with the consent and on the advice of such independentlegal counsel,
`and (ii) they and their counsel have determined through independentinvestigation and robust,
`arms-length negotiation that the terms of this Agreement shall exclusively embody and govern
`the subject matter of this Agreement.
`
`
`
`SETTLEMENT AND LICENSE AGREEMENT BETWEEN AGIS AND KYOCERA
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`Interpretation. The headingsinserted in this Agreementare for reference only and
`9.8
`are not intended to form anypart of the operative portion of this Agreement, and they shall not
`be employedin the interpretation or application of this Agreement.
`
`Governing Law. This Agreementshall be construed, and the relationship between
`9.9
`the Parties determined, in accordance with the laws of the State of Delaware, notwithstanding any
`choice-of-law principle that might dictate a different governing law. AGIS and Kyocera agree
`(a) that all disputes andlitigation regarding this Agreement, its construction, and matters connected
`with its performance be subject to the exclusive jurisdiction of the federal courts located in the
`District of Delaware (the “Court’’); and (b) to submit any disputes, matters of interpretation,
`controversies, or enforcement actions arising with respect to the subject matter of this Agreement
`exclusively to the Court. The Parties hereby waive any challenge to the jurisdiction or venue of
`the Court over these matters.
`
`Integration. This Agreementsets forth the entire understanding of the Parties
`9.10
`with respect to the AGIS Patents, and replaces any prior or contemporaneousoral or written
`communications, discussions, representations, or agreements between them respecting the
`subject matter herein.
`
`LIABILITY. EXCEPT AS PROVIDED EXPLICITLY HEREIN, IN NO
`9.11
`EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY OR ANY OTHER
`PERSON OR ENTITY (UNDER CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR
`OTHER THEORY) FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR
`CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OPPORTUNITIES OR
`SAVINGS, ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS
`AGREEMENT.
`
`9.12 Bankruptcy. The Parties acknowledgeand agree that the AGIS Patents are
`“intellectual property” as defined in Section 101(35A) of the United States Bankruptcy Code (the
`“Code”), as the same may be amended from timeto time, that have been licensed hereunder in a
`contemporaneous exchangefor value. AGIS acknowledgesthat if AGIS, as a debtor in
`possessionora trustee in bankruptcy in a case under the Code,rejects this Agreement, Kyocera
`mayelect to retain their rights under this Agreementas provided in Section 365(n) of the Code.
`Upon written request from Kyocera to AGIS(as applicable) or to the bankruptcytrustee to
`proceed under Section 365(n), AGIS(as applicable) or the bankruptcy trustee shall complyin all
`respects with Section 365(n), including without limitation by notinterfering with the rights of
`Kyocera as provided by this Agreement.
`
`In witness whereof, this Agreement has been duly executed by the Parties to be effective
`as of the Effective Date.
`
`PEANDLICENSEAGREEMENTBETWEENAGISANDKYOCERA
`
`Page 11
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`Kyocera Corporation
`
`By:
`
`DocuSignedby:
`
`| Akira lino
`
`4ADF3966FAFA45C.
`
`Name: Akira Iino
`
`Title: Executive Officer, Senior General
`Manager of Corporate Communication
`Equipment Group
`
`Dated: May _, 2023
`
`5/16/2023
`
`AGISSoftware Development LLC
`
`By:
`
`Name:
`
`Title:
`
`CEO
`
`Dated: May __, 2023
`
`
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`SETTLEMENT AND LICENSE AGREEMENT BETWEEN AGIS AND KYOCERA
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`Page 12
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`

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`Learn More @
`(cid:18)(cid:26)(cid:27)(cid:38)(cid:43)(cid:38)(cid:28)(cid:39)(cid:22)(cid:43)(cid:40)(cid:38)(cid:22)(cid:38)(cid:43)(cid:20)(cid:33)(cid:33)(cid:29)(cid:27)(cid:22)(cid:38)(cid:1)(cid:43)(cid:38)(cid:33)(cid:31)(cid:22)(cid:43)(cid:33)(cid:23)(cid:43)(cid:41)(cid:26)(cid:28)(cid:20)(cid:26)(cid:43)(cid:19)(cid:36)(cid:22)(cid:43)(cid:37)(cid:22)(cid:35)(cid:40)(cid:27)(cid:36)(cid:22)(cid:21)(cid:43)(cid:23)(cid:33)(cid:37)(cid:43)(cid:39)(cid:26)(cid:22)(cid:43)(cid:33)(cid:34)(cid:22)(cid:37)(cid:19)(cid:39)(cid:27)(cid:33)(cid:32)(cid:43)(cid:33)(cid:24)(cid:43)(cid:39)(cid:26)(cid:22)(cid:43)(cid:38)(cid:28)(cid:39)(cid:22)(cid:3)(cid:43)(cid:14)(cid:22)(cid:19)(cid:37)(cid:32)(cid:43)(cid:15)(cid:33)(cid:37)(cid:22)(cid:43)(cid:1)
`
`(cid:2)(cid:6)(cid:7)(cid:13)(cid:17)(cid:4)(cid:11)(cid:3)(cid:15)(cid:9)(cid:5)(cid:10)(cid:14)(cid:17)(cid:7)(cid:13)(cid:17)(cid:10)(cid:11)(cid:16)(cid:17)(cid:3)(cid:11)(cid:9)(cid:12)(cid:8)(cid:5)(cid:14)(cid:5)(cid:1)(cid:17)
`
`OK
`(cid:2)(cid:1)(cid:3)
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`(cid:2)(cid:4)(cid:5)(cid:6)(cid:3)(cid:11)
`CLOSE
`
`(cid:5)(cid:6)
`
`(cid:36)(cid:44)(cid:38)(cid:10)(cid:37)(cid:40)(cid:43)(cid:49) (cid:34)(cid:41)(cid:47)(cid:48)(cid:42)(cid:45)(cid:46)(cid:39)(cid:49)(cid:35)(cid:31)(cid:25)(cid:49)(cid:12)(cid:28)(cid:5)(cid:17)(cid:1)(cid:6)(cid:22)(cid:32)(cid:2)(cid:23)(cid:19)(cid:13)(cid:26)(cid:4)(cid:8)(cid:24)(cid:11)(cid:20)(cid:27)(cid:15)(cid:16)(cid:3)(cid:18)(cid:7)(cid:14)(cid:29)(cid:21)(cid:30)(cid:33)(cid:9)(cid:33)(cid:49)
`BocuSign Envelope 10: 2AFO7D9E-882411 98-8456-09 703885CE1E
`
`(cid:8)(cid:44) (cid:31)(cid:15)(cid:19)(cid:36)(cid:10)(cid:44)(cid:5)(cid:32)(cid:37)(cid:35)(cid:33)(cid:38)(cid:11)(cid:42)(cid:21)(cid:34)(cid:29)(cid:44)
`Kyocera Corporation
`
`By:
`
`(cid:21)(cid:30)(cid:76)(cid:45)(cid:6)(cid:130)
`(cid:62)(cid:112)(cid:35)(cid:130)(cid:73)(cid:67)(cid:84)(cid:92)(cid:130)
`Name: Akira lino
`
`(cid:127)(cid:3)(cid:50)(cid:38)(cid:122)(cid:117)(cid:63)(cid:126)(cid:51)(cid:130)(cid:23)(cid:60)(cid:39)(cid:52)(cid:108)(cid:4)(cid:130) (cid:53)(cid:85)(cid:64)(cid:94)(cid:109)(cid:130)(cid:15)(cid:49)(cid:86)(cid:54)(cid:113)(cid:36)(cid:71)(cid:130)
`(cid:27)(cid:68)(cid:120)(cid:74)(cid:49)(cid:7)(cid:130)
`Title: Executive Officer, Senior General
`(cid:20)(cid:32)(cid:87)(cid:33)(cid:61)(cid:55)(cid:5)(cid:110)(cid:130)(cid:95)(cid:59)(cid:130)(cid:11)(cid:96)(cid:115)(cid:97)(cid:114)(cid:1)(cid:121)(cid:57)(cid:130)(cid:12)(cid:98)(cid:79)(cid:80)(cid:123)(cid:88)(cid:65)(cid:40)(cid:34)(cid:118)(cid:65)(cid:99)(cid:89)(cid:130)
`Manager of Corporate Communicatien
`(cid:13)(cid:105)(cid:124)(cid:66)(cid:103)(cid:81)(cid:56)(cid:90)(cid:119)(cid:130)(cid:16)(cid:111)(cid:100)(cid:125)(cid:104)(cid:130)
`Equipment Group
`
`(cid:8)(cid:14)(cid:17)(cid:24)(cid:130) (cid:25)(cid:91)(cid:58)(cid:82)(cid:130) (cid:29)(cid:106)(cid:41)(cid:130) (cid:28)(cid:42)(cid:130)(cid:1)(cid:2)(cid:43)(cid:72)(cid:101)(cid:102)(cid:75)(cid:44)(cid:83)(cid:116)(cid:130) (cid:18)(cid:19)(cid:10)(cid:130)
`AGIS Seftware Development LLC
`
`Cc Duytr
`(cid:2)(cid:3)(cid:1)(cid:4)
`By: Agere:
`(cid:129)(cid:26)(cid:69)(cid:130) (cid:37)(cid:93)(cid:70)(cid:77)(cid:130) (cid:9)(cid:46)(cid:128)(cid:47)(cid:107)(cid:130)
`Malcolm Beyer
`
`(cid:22)(cid:31)(cid:78)(cid:48)(cid:6)(cid:130) (cid:1)(cid:2)(cid:2)(cid:2)(cid:2)(cid:2)(cid:2)(cid:2)(cid:2)(cid:2)(cid:2)(cid:2)(cid:3)
`Name:
`(cid:7)(cid:9)(cid:11) (cid:10)(cid:8)(cid:1)(cid:11) (cid:2)(cid:3)(cid:4)(cid:5)(cid:1)(cid:4)(cid:4)(cid:4)(cid:4)(cid:4)(cid:4)(cid:4)(cid:4)(cid:4)(cid:4)(cid:4)(cid:3)
`Title: “f°
`
`(cid:7)(cid:10)(cid:12)(cid:13) (cid:11)(cid:1)(cid:13) (cid:8)(cid:3)(cid:13) (cid:9)(cid:2)(cid:13)(cid:5)(cid:4)(cid:5)(cid:6)(cid:13)
`Dated: May
`2023
`
`Dated: May >/164023
`
`(cid:1)(cid:2)
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`(cid:1)(cid:5)
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`(cid:1)(cid:3)
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`(cid:2)(cid:3)
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`

`

`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
`
`EXHIBITA:
`
`P|SETTLEMENTANDLICENSEAGREEMENTBETWEENAGISANDKYOCERA
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`Page 13
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`

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`EXHIBIT A
`
`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`P|SETTLEMENTANDLICENSEAGREEMENTBETWEENAGISANDKYOCERA
`
`

`

`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
`
`
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`EXHIBITB:
`
`Draft Dismissal of the EDTX Lawsuit
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`
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`SETTLEMENT AND LICENSE AGREEMENT BETWEEN AGIS AND KYOCERA
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`Page 15
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`DocuSign Envelope ID: 3A5B67DA-60DB-4693-AC5A-4B6B1FF3EA01
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`
`
`MOTION TO DISMISS
`
`[CAPTION]
`
`IN THE EDTX CASE:
`
`Plaintiff AGIS Software Development LLC (‘Plaintiff’) and Defendant Kyocera
`Corporation (“Defendant”) (collectively, the “Parties”) have settled their respective claims for
`relief asserted in this litigation. Accordingly, the Parties respectfully request that all claims for
`relief asserted against Kyocera by Plaintiff herein are dismissed, with prejudice; and the Parties
`further requestthat all attorneys’ fees, costs of court, and expenses be borneby each Party incurring
`the same.
`
`
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`SETTLEMENT AND LICENSE AGREEMENT BETWEEN AGIS AND KYOCERA
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`Page 16
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`