Patriot Scientific

“TPL Board” means the board of the Reorganized Company to be appointed by theCommittee on the Effective Date, comprised of at least two Committee members or their nominees who shall be identified prior to the Confirmation Hearing.

Under new management, the Reorganized Company will continue TPL’s existing commercialization activities and specifically continue to exercise and enforce TPL’s rights to manage litigation relating to the various patent portfolios. PDS shall remain responsible for monitoring licensing and settlements relating to the MMP Portfolio; provided, however, that nothing herein shall change existing agreements among the Debtor, Patriot, PDS and Moore.

The Reorganized Company shall be permitted to establish the WCR in an amount determined as necessary by the CEO with the advice and consent of the TPL Board, which shall be funded as set forth in the definition of the Quarterly Payment At any time in which the WCR is reduced from $325,000 the Reorganized Company may replenish the WCR up to $325,000 The ReorganizedCompany shall not withdraw any funds from the WCR and shall not replenish the WCR without first consulting with and obtaining written approval from the TPL Board.

Venkidu will replace Leckrone as the CEO of TPL to exercise the duties andresponsibilities of a manager as specified in the TPL Operating Agreement and Amendment to run the business operations of the Reorganized Company, including, but not limited to, the commercialization of all portfolios, subject to the direction of the TPL Board appointed by the Committee.

Leckrone shall retain the power and right to direct TPL’s reorganization counsel in all respects, including but not limited to negotiation of the terms of the Plan and the Disclosure Statement, up to the Effective Date as well as Insurance Coverage Counsel, Ropers Majeski, KohnBentley P.C as counsel for the litigation against Brown, provided that such litigation is funded by insurance and shall not be at any cost to the Estate or deplete funds of the Reorganized Company. In no event shall the TPL Member be able to initiate, direct or prosecute any other litigation on behalf of the Reorganized Company or the Bankruptcy Estate until Classes 1, 2, 4, 5, 6A, 6B and 6C have been paid in full p. 29 of 64

The TPL Board shall be authorized and required to fulfill TPL’s obligations under the PDS Operating Agreement together with TPL’s representative on the PDS management committee, as well as all existing commercialization and other agreements to which TPL is a party. P. 30 of 67

M. Post-Confirmation Employment of Personnel.

The Committee, the Reorganized Company and Plan Agent (the latter subject to an annual cap of $75,000 (subject to increase pursuant to the Plan)) may employ or contract with Persons and other Entities to perform, or advise and assist them in the performance of, their respective obligations under the Plan subject to the cap on WCR. The Reorganized Company, in consultation with and after written approval from the TPL Board, may, but is not required to, continue to employ the Debtor’s Professionals for the purposes for which they were employed before the Confirmation Date, and for such additional purposes as the Reorganized Company may request, and the Reorganized Company, in consultation with and after obtaining written approval from the TPL Board, may employ such other Professionals as may be necessary to perform its responsibilities under the Plan.

N. Post-Confirmation Compensation and Reimbursement of Professionals.

Any Professionals employed by the Reorganized Company, the Committee, or the PlanAgent (the latter subject to the annual cap of $75,000 and subject to CEO and TPL Board approval)_after the Confirmation Date shall be entitled to payment of their reasonable post-Confirmation Date fees and reimbursement of expenses on a monthly basis, subject to the cap on WCR and subject to the following: p. 41 of 64

VIII. EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption of Executory Contracts and Unexpired Leases

Each of the following executory contracts shall be assumed by the Reorganized Company on the Effective Date to the extent each such contract is executory in nature, and Confirmation of the Plan shall effect such assumption: (1) the TPL/Moore/PTSC/PDS agreement dated January 23, 2013; (2) all agreements related to the MMP Portfolio to which TPL is a party, based on the resolution of all controversies existing between (i) PDS, TPL and Patriot and (ii) Alliacense, PDS and Agility have been resolved; (3) the IP Owners Commercialization Agreements, subject to the agreement of the IP Owners other than PDS to modify the IP Owners Commercialization Agreements to conform with the provisions of this Plan and the waterfall distribution set forth in Exhibit “C” to the Plan and to defer payment of all cure amounts, if any, to after all Allowed Claims have been paid in Classes 1, 3, 4, 5, 6A, 6B and 6C have been paid in full; (4) the Alliacense Services Agreement, subject to the agreement of Alliacense to defer payment of all cure amounts, if any, to after all Allowed Claims have been paid in Classes 1, 3, 4, 5, 6A, 6B and 6C have been paid in full; (5) agreements between TPL and Thunderbird; and (6) Insurance Policies.

All executory contracts assumed prior to Confirmation or pursuant to the Plan and nototherwise rejected pursuant to the Plan, shall remain in full force and effect, be unimpaired by the Plan except as specifically modified by the Plan and the Confirmation Order, and be binding on the parties thereto. P. 44 of 67

C. Rejection of Executory Contracts and Unexpired Leases.

Without admitting the validity of any other executory contracts and unexpired leases, the following executory contracts and unexpired leases of the Debtor are hereby rejected by the Debtor as of the Effective Date, and Confirmation of the Plan shall be deemed to constitute Bankruptcy Court approval of such rejection: (a) TPL’s Service Agreement with Semiconductor Insights and (b)the Employee Compensation Contracts.

(emphasis by me)

See chapter 11 plan of reorganization (this is a joint plan) dated Sept 4, 2014

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