SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Patent Properties, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

703070102

(CUSIP Number)

Mitchell S. Nussbaum

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

(212) 407-4159

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 10, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

CUSIP No 703070102   Page 2 of 11

(1)	Names of Reporting Persons. Walker Digital, LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions) OO
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power 0
		(8)	Shared Voting Power 29,819,169
		(9)	Sole Dispositive Power 0
		(10)	Shared Dispositive Power 17,666,667
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 29,819,169
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
(13)	Percent of Class Represented by Amount in Row (11) 82.5%*
(14)	Type of Reporting Person (See Instructions) PN

* Based on 21,134,744 shares of Common Stock outstanding as of February 6, 2014 as disclosed in the issuer’s registration statement on Form S-1 filed February 11, 2014. Includes 14,999,000 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock, which are convertible at the option of the holder thereof, at any time and from time to time, into an equal number of shares of Common Stock. All shares of Series B Convertible Preferred Stock vote together with the common stock on all matters to which stockholders are entitled to vote, provided that the holder of the Series B Convertible Preferred Stock is entitled to cast 80% of the total votes that may be cast with respect to any such matter. As a result of the voting power of the Series B Convertible Preferred Stock, the Reporting Person (as defined herein) may be deemed to beneficially own an additional 12,152,502 shares of common stock due to the voting power conferred upon such Reporting Person by the Series B Convertible Preferred Stock it may be deemed to beneficially own.

CUSIP No 70307012   Page 3 of 11

(1)	Names of Reporting Persons. JSW Investments, LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions) AF
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
(6)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power 0
		(8)	Shared Voting Power 29,819,169
		(9)	Sole Dispositive Power 0
		(10)	Shared Dispositive Power 17,666,667
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 29,819,169
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
(13)	Percent of Class Represented by Amount in Row (11) 82.5%*
(14)	Type of Reporting Person (See Instructions) OO

* Based on 21,134,744 shares of Common Stock outstanding as of February 6, 2014 as disclosed in the issuer’s registration statement on Form S-1 filed February 11, 2014. Includes 14,999,000 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock, which are convertible at the option of the holder thereof, at any time and from time to time, into an equal number of shares of Common Stock. All shares of Series B Convertible Preferred Stock vote together with the common stock on all matters to which stockholders are entitled to vote, provided that the holder of the Series B Convertible Preferred Stock is entitled to cast 80% of the total votes that may be cast with respect to any such matter. As a result of the voting power of the Series B Convertible Preferred Stock, the Reporting Person (as defined herein) may be deemed to beneficially own an additional 12,152,502 shares of common stock due to the voting power conferred upon such Reporting Person by the Series B Convertible Preferred Stock it may be deemed to beneficially own.

CUSIP No 703070102   Page 4 of 11

(1)	Names of Reporting Persons. Jay S. Walker
(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions) AF
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
(6)	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power 29,819,169
		(8)	Shared Voting Power 0
		(9)	Sole Dispositive Power 17,666,667
		(10)	Shared Dispositive Power 0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 29,819,169
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
(13)	Percent of Class Represented by Amount in Row (11) 82.5%*
(14)	Type of Reporting Person (See Instructions) IN

* Based on 21, 134,744 shares of Common Stock outstanding as of February 6, 2014 as disclosed in the issuer’s registration statement on Form S-1 filed February 11, 2014. Includes 14,999,000 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock, which are convertible at the option of the holder thereof, at any time and from time to time, into an equal number of shares of Common Stock. All shares of Series B Convertible Preferred Stock vote together with the common stock on all matters to which stockholders are entitled to vote, provided that the holder of the Series B Convertible Preferred Stock is entitled to cast 80% of the total votes that may be cast with respect to any such matter. As a result of the voting power of the Series B Convertible Preferred Stock, the Reporting Person (as defined herein) may be deemed to beneficially own an additional 12,152,502 shares of common stock due to the voting power conferred upon such Reporting Person by the Series B Convertible Preferred Stock it may be deemed to beneficially own.

Item 1.     Security and Issuer

This Amendment No. 1 (this “Amendment”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Patent Properties, Inc., a Delaware corporation (the “Issuer”). The address of Issuer’s principal office is Two High Ridge Park, Stamford, Connecticut 06905.

This Amendment amends the Items set forth below of the Statement of Beneficial Ownership on Schedule 13D initially filed on September 30, 2013 (the “Statement”) with the Securities and Exchange Commission by supplementing the Statement with the information set forth herein.

Item 4.     Purpose of Transaction

The information contained in Item 4 of the Statement is hereby amended and restated in its entirety as follows:

Walker Digital entered into the Merger for the purpose of acquiring a controlling interest in Issuer. In connection with the Merger and pursuant to the terms of a Lock-Up Agreement dated as of July 11, 2013 between Issuer and Walker Digital, as amended, Walker Digital agreed that for a period of 12 months following the closing of the Merger, it will not sell or transfer any of the shares of Common Stock or Series B Preferred Stock received in the Merger to any person, other than (i) to affiliates and to current and former officers or members of Walker Digital and its affiliates (and on the condition such transferees enter into a similar lock-up agreement), (ii) upon a pledge of such securities (and on the condition such pledgee will enter into a similar lock-up agreement) or (iii) a transfer of shares of Common Stock in a secondary offering as part of a registered public offering that includes primary shares or in a privately negotiated sale of unregistered securities to third parties (not affiliated with Walker Digital) who agree to certain time limitations on the registration with respect to such securities, in either case at a purchase price of no less than $3.00 per share of Common Stock and for aggregate consideration of no more than $15,000,000. On February 10, 2014, Walker Digital, LLC (“Walker Digital”) entered into a Subscription, Purchase and Investment Agreement dated as of February 10, 2014 (the “Subscription Agreement”) in connection with the sale by Walker Digital of an aggregate of 5 million shares of common stock (the “Shares”) of the Issuer at $3.00 per share to a group of accredited investors (the “Investors”) in private resales not requiring registration under the Securities Act of 1933, as amended. Walker Digital also entered into a Registration Rights Indemnification Agreement dated as of February 10, 2014 with the Issuer indemnifying the Issuer for certain penalty payment obligations which may become due under a Registration Rights Agreement entered into in connection with the sale of the Shares.

Pursuant to the terms of a Subscription, Purchase and Investment Agreement, dated as of September 18, 2013, by and among Walker Digital, Issuer and the investors party thereto (the “Investors”), Walker Digital covenanted to each of the Investors that it will not, from the Closing Date through the first anniversary of the Closing Date, sell any shares of Common Stock to any third party for a purchase price of less than $3.00 per share; provided that Walker Digital may transfer up to 400,000 shares of Common Stock to one of its affiliates for the sole purpose of such affiliate transferring such shares of Common Stock to certain of such affiliate’s former officers.

Except as otherwise set forth herein, the Reporting Persons have not formulated any plans or proposals that relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; or

(j) Any action similar to any of those listed above.

Item 5.     Interest in Securities of the Issuer

(a) As a result of certain relationships, each of the Reporting Persons may be deemed to directly and/or indirectly beneficially own 29,819,169 shares of Common Stock, representing in the aggregate approximately 82.5% of Issuer’s issued and outstanding shares of Common Stock, based upon 21,134,744 shares of Common Stock issued and outstanding as of January 17, 2014. All shares of Series B Convertible Preferred Stock vote together with the common stock on all matters to which stockholders are entitled to vote, provided that the holder of the Series B Convertible Preferred Stock is entitled to cast 80% of the total votes that may be cast with respect to any such matter. As a result, the Reporting Persons are entitled to vote approximately 82.5% of the Company’s outstanding voting stock on matters to which stockholder are entitled to vote. As a result of the voting power of the Series B Convertible Preferred Stock, the Reporting Persons may be deemed to beneficially own an additional 12,152,502 shares of common stock due to the voting power conferred by the Series B Convertible Preferred Stock it may be deemed to beneficially own.

Due to their relationship with each another, the Reporting Persons may be deemed to constitute a “group” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), with respect to their beneficial ownership of the shares of Common Stock. The Reporting Persons, however, expressly disclaim such status and declare that the filing of this Schedule 13D is not and should not be deemed an admission that any Reporting Person, for purposes of Section 13(d)(3) of the Act or otherwise, is the beneficial owner of the shares of Common Stock held by any other Reporting Person.

(b)

Reporting Persons	No. of Shares With Sole Voting Power		No. of Shares with Sole Dispositive Power		No. of Shares with Shared Voting  Power		No. of Shares with Shared Dispositive Power		Percentage of Class Beneficially Owned
Walker Digital		—		—		29,819,169		17,666,667		82.5	%
JSW		—		—		29,819,169		17,666,667		82.5	%
Walker		29,819,169		17,666,667		—		—		82.5	%

(c) Other than as reported in this Schedule 13D, none of the Reporting Persons has effected any transactions involving the Common Stock in the 60 days prior to filing this Schedule 13D.

(d) No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

(e) Not Applicable.

Item 7.     Material to be Filed as Exhibits

Exhibit No.	Description
99.1	Agreement and Plan of Merger, dated as of July 11, 2013, by and among GlobalOptions Group, Inc., GO Merger Sub LLC, Walker Digital, LLC and Walker Digital Holdings, LLC.(1)

99.2	Amendment to Agreement and Plan of Merger, dated as of September 18, 2013, by and among GlobalOptions Group, Inc., GO Merger Sub LLC, Walker Digital, LLC and Walker Digital Holdings, LLC.(2)
99.3	Lock-Up Agreement, dated as of July 11, 2013, by and between GlobalOptions Group, Inc. and Walker Digital, LLC.(3)
99.4	Amendment to Lock-Up Agreement, dated as of September 18, 2013, by and between GlobalOptions Group, Inc. and Walker Digital, LLC.(4)
99.5	Subscription, Purchase and Investment Agreement, dated as of September 18, 2013, by and among Walker Digital, LLC, GlobalOptions Group, Inc. and the investors party thereto.(5)
99.6	Joint Filing Agreement, dated as of September 30, 2013, by and among Walker Digital, LLC, JSW Investments, LLC and Jay S. Walker.**
99.7	Subscription, Purchase and Investment Agreement dated as of February 10, 2014 between Walker Digital, LLC and the Investers named therein.*
99.8	Registration Rights Indemnification Agreement dated as of February 10, 2014 between Walker Digital, LLC and Patent Properties, Inc.*
99.9	Escrow Agreement between Walker Digital, LLC, Broadband Capital Management, LLC and Loeb & Loeb LLP dated as of January 30, 2014.*

* Filed herewith

** Previously filed

⁽¹⁾  Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Issuer with the United States Securities and Exchange Commission (the “Commission”) on July 15, 2013.

⁽²⁾  Incorporated herein by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by Issuer with the Commission on September 24, 2013.

⁽³⁾  Incorporated herein by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Issuer with the Commission on July 15, 2013.

⁽⁴⁾  Incorporated herein by reference to Exhibit 4.11 of the Current Report on Form 8-K/A filed by Issuer with the Commission on September 27, 2013.

⁽⁵⁾  Incorporated herein by reference to Exhibit 10.32 of the Current Report on Form 8-K filed by Issuer with the Commission on September 24, 2013.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of February 11, 2014	WALKER DIGITAL, LLC
	By:	/s/ Jay S. Walker
		Name: Jay S. Walker
		Title: Authorized Person
	JSW INVESTMENTS, LLC
	By:	/s/ Jay S. Walker
		Name: Jay S. Walker
		Title: Sole Member
	/s/ Jay S. Walker
	Jay S. Walker

EX-99.7

Exhibit 99.7

EXECUTION VERSION

SUBSCRIPTION, PURCHASE AND INVESTMENT AGREEMENT

THIS SUBSCRIPTION, PURCHASE AND INVESTMENT AGREEMENT (this “Agreement”) is made as of February 10, 2014, by and among Walker Digital, LLC, a Delaware limited liability company (“Walker Digital”) and each of the Buyers signatory to this Agreement, as identified on the signature pages attached hereto.

WHEREAS, Walker Digital is offering up to 5 million shares (the “Shares”) of the Common Stock of Patent Properties, Inc. (the “Company”) to a limited number of accredited investors in a non-public offering (the “Offering”); and

WHEREAS, Walker Digital and each person that is subscribing for shares in the Offering (each a “Buyer” and collectively the “Buyers”) are executing and delivering this Agreement in reliance upon an exemption from securities registration under the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, each Buyer desires to purchase that number of Shares set forth on each Buyer’s respective signature page.

WHEREAS, Walker Digital has engaged Broadband Capital Management LLC as exclusive placement agent (the “Placement Agent”) for the offering of the Shares on a “best efforts” basis.

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Company and the Buyers are executing and delivering a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Shares under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.

NOW THEREFORE, in consideration of the foregoing and for valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:

1. Sale of Shares

(a) Subject to the terms and conditions contained herein, Walker Digital will sell to each Buyer, and each Buyer will purchase from Walker Digital, severally and not jointly, for the purchase price of $3.00 per Share, that number of Shares set forth opposite such Buyer’s name on Exhibit A hereto, provided that the aggregate number of Offered Shares issued and sold to each Buyer shall not exceed the number of Shares set forth on such Buyer’s respective signature page. The closing of the Offerings is conditioned upon committed and fully paid subscriptions or agreements to purchase of not less than $15 million in aggregate gross proceeds. Upon receipt by Walker Digital from Buyers of fully executed versions of this Agreement representing committed subscriptions or agreements to buy of at least $15 million in aggregate gross proceeds, Walker Digital will provide notice to the Buyers that the closing of the Offering will proceed (the “Closing Notice”) two business days subsequent to the Closing Notice (the “Closing Date”). Each Buyer shall send, via wire transfer of immediately available funds on or before the Closing Date, the purchase price of the Shares such Buyer has subscribed for to the escrow account identified in the Closing Notice and hereby authorizes the Placement Agent to enter into an Escrow Agreement regarding such escrow account on its behalf.

(b) In the event that the Offering does not close on or before February 14, 2014, Walker Digital will refund the respective purchase price, without interest, received by Walker Digital from each Buyer.

(c) On or prior to the Closing with respect to the Buyers listed on Exhibit A hereto, Walker Digital shall deliver or cause to be delivered to such Buyer the following (the “Walker Digital Deliverables”):

(i) this Agreement, duly executed by the Walker Digital;

(ii) adopted resolutions contained in executed unanimous written consent or consents or minutes of a meeting or meetings of the board of directors of the Company that authorizes the issuance of the Shares to Walker Digital (the “Issuance Resolutions”);

(iii) duly executed instruction letter or resolution to the Company’s transfer agent pursuant to which the Company’s transfer agent issued certificates representing the Shares or recorded as book entry the issuance of the Shares (the “Issuance Instructions”);

(iv) a secretary’s or officer’s certificate of the Company certifying that the Issuance Resolutions are a true, correct and complete copy of the instrument by which the Company’s board of directors authorized the issuance of the Shares and certifying that the Issuance Instructions are a true, correct and complete copy of the instrument by which the Company instructed its transfer agent to the Shares;

(v) a certificate of the Managing Member of Walker Digital (the “Member’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the members of Walker Digital approving the transactions contemplated by this Agreement and the other Transaction Documents and the sale of the Shares, (b) certifying the current versions of the limited liability company agreement, as amended, of Walker Digital and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of Walker Digital; and

(vi) the Compliance Certificate of Walker Digital referred to in Section 7(a)(viii) hereof.

(d) On or prior to the Closing with respect to the Buyers listed on Exhibit A hereto, the Company shall deliver or cause to be delivered to such Buyer the Registration Rights Agreement, duly executed by the Company.

(e) Within three (3) Business Days following the Closing, Walker Digital shall arrange for the Company to issue, deliver or cause to be delivered to each Buyer one or more original stock certificates, free and clear of all restrictive and other legends except as provided in Section 2 hereof, evidencing the Shares purchased by such Buyer hereunder, registered in the name of such Buyer (the “Stock Certificates”).

2. Restrictive Legends

All Stock Certificates shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.

The legend set forth above shall be removed from certificates representing Shares and a certificate without such legend or any other legend shall be issued to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Shares are registered for resale under the Securities Act (provided that, if the Buyer is selling pursuant to the effective registration statement registering the Shares for resale (the “Registration Statement”), the Buyer agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of the Company), or (iii) such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the effective date

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of the Registration Statement covering the resale or (ii) Rule 144 becoming available for the resale of the Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, Walker Digital shall arrange for the Company to deliver within one (1) Business Day to its transfer agent irrevocable instructions that the transfer agent shall reissue a certificate representing the applicable Shares without legend upon receipt by the transfer agent of the legended certificates for such Shares. Any fees (with respect to the transfer agent or otherwise) associated with the removal of such legend shall be borne by Walker Digital.

3. Investment Representations

Each Buyer represents, warrants and covenants as follows:

(a) The Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act and is purchasing the applicable Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Shares in violation of the Securities Act or applicable state securities laws, or any rule or regulation thereunder.

(b) The Buyer has had such opportunity as it has deemed adequate to obtain from representatives of the Company such information as is necessary to permit it to evaluate the merits and risks of its investment in the Company, and has done so.

(c) The Buyer understands that the Company is required to file periodic reports pursuant to the Securities Exchange Act of 1934 (the “1934 Act”), as amended. The Buyer acknowledges that he, she or it has had such opportunity to obtain such periodic reports, and is familiar with the information contained in such reports, including without limitation the risk factors contained therein, and that each report speaks only as of its respective date. The Buyer understands and acknowledges that no person has been authorized to give any information or make any representations in connection with the Offerings other than the information contained in such reports (the “Offering Documents”) and the representations of Walker Digital contained in Section 4 of this Agreement. The Buyer understands and acknowledges that, if given or made, other information or representations must not be relied on as having been made by or on behalf of Walker Digital, and the Buyer represents and warrants that the Buyer’s decision to purchase Shares was not based on any information or representations other than as described in the immediately preceding sentence.

(d) The Buyer has sufficient experience in business, financial and investment matters and, in particular, investments in businesses similar to the Company, to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(e) The Buyer can afford a complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period.

(f) The Buyer understands that: (i) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (iii) in any event, the exemption from registration under Rule 144 will not be available until at least twelve months has elapsed from the date on which the information that is required by Form 10 to register shares of the Company’s Common Stock under the 1934 Act is filed with the SEC and even then will not be available unless a public market then exists for the Shares, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the SEC with respect to the Shares and there is no assurance that any registration statement that may be filed with respect to the resale of the Shares will be declared effective when expected, or at all, or will remain effective for a sufficient time to enable the Buyer to sell any or all of its Shares.

(g) The Buyer has consulted the Buyer’s own accountants, legal counsel and investment tax or other advisors as the Buyer deemed necessary in connection with the purchase of the Shares and has relied solely on the advice of such professionals and not on any information or statements from Walker Digital or the Placement Agent.

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(h) The Buyer understands that neither the SEC nor any state securities commission or other governmental agency has reviewed or passed upon or made any recommendation or endorsement of the Shares or any investment therein.

(i) The Buyer did not engage in any general solicitation or advertisement in connection with the Offerings and is not purchasing the Shares based on any materials or communications as part of a general solicitation or advertisement in connection with the Offerings.

(j) The Buyer is not an “underwriter” as such term is defined in Section 2(a)(11) of the Securities Act.

(k) The Buyer acknowledges that the Placement Agent is acting as placement agent on a “best efforts” basis for the Shares being offered hereby and will be compensated by Walker Digital for acting in such capacity. The Buyer represents that (i) such Buyer was contacted regarding the sale of the Shares by the Placement Agent, Walker Digital or the Company (or an authorized agent or representative thereof), and (ii) no Shares were offered or sold to it by means of any form of general solicitation or general advertising as such terms are used in Regulation D of the Securities Act. Other than to other persons party to this Agreement, such Buyer has maintained the confidentiality of all disclosure made to it in connection with this transaction (including the existence and terms of this Agreement). Such Buyer represents that it is making this investment based on the results of its own due diligence investigation of the Company, and has not relied on any information or advice furnished by or on behalf of the Placement Agent or Walker Digital in connection with the transactions contemplated hereby. Such Buyer acknowledges that the Placement Agent has not made, and will not make, any representations and warranties with respect to the Company or the transactions contemplated hereby, and such Buyer will not rely on any statements made by the Placement Agent or Walker Digital, orally or in writing, to the contrary.

In addition, each Buyer that is a Canadian resident agrees as follows:

(l) By completing the “Accredited Investor Certificate” enclosed on Schedule I, the Buyer is representing and warranting that the Buyer satisfies one of the categories of registration and prospectus exemptions provided in National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”) adopted by the Canadian Securities Administrators.

(m) The Buyer acknowledges and consents to the fact that Walker Digital is collecting the Buyer’s personal information for the purpose of fulfilling this Agreement and completing the Offering. The Buyer’s personal information (and, if applicable, the personal information of those on whose behalf the Buyer is contracting hereunder) may be disclosed by Walker Digital to (a) stock exchanges or securities regulatory authorities, (b) the Company’s registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Agreement, the Buyer is deemed to be consenting to the foregoing collection, use and disclosure of the Buyer’s personal information (and, if applicable, the personal information of those on whose behalf the Buyer is contracting hereunder) for the foregoing purposes and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Buyer may be purchasing Shares as agent on behalf of an undisclosed principal, the Buyer agrees to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Company, all as may be required by Walker Digital in order to comply with the foregoing.

(n) Furthermore, the Buyer is hereby notified that: (i) Walker Digital may deliver to any securities commission having jurisdiction over the Company, Walker Digital, the Buyer or this subscription, certain personal information pertaining to the Buyer, including such Buyer’s full name, residential address and telephone number, the number of shares or other securities of the Company owned by the Buyer, the number of Shares purchased by the Buyer and the total purchase price paid for such Shares, the prospectus exemption relied on by Walker Digital and the date of distribution of the Shares, (ii) such information is being collected indirectly by such

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commissions under the authority granted to them in securities legislation, (c) such information is being collected for the purposes of the administration and enforcement of the securities laws, and (d) the Buyer may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission’s indirect collection of such information at the following address and telephone number: Administrative Assistant to the Director of Corporate Finance Ontario Securities Commission Suite 1903, Box 55 20 Queen Street West Toronto, ON M5H 3S8 Telephone: (416) 593-8086.

4. Walker Digital Representations

(a) Walker Digital hereby represents and warrants as of the date hereof and the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date), to each of the Buyers as follows:

(i) Organization, Qualification and Corporate Power. Walker Digital is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Walker Digital is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not have a material adverse effect on Walker Digital’s business. Walker Digital has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

(ii) Authorization of Transaction. Walker Digital has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Walker Digital of this Agreement and the consummation by Walker Digital of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Walker Digital. This Agreement has been duly and validly executed and delivered by Walker Digital and, when duly and validly executed and delivered by each other party hereto, will constitute a valid and binding obligation of Walker Digital, enforceable against it in accordance with its terms.

(iii) Noncontravention. Subject to compliance with the applicable requirements of the Securities Act, the 1934 Act and any applicable state securities laws, neither the execution and delivery by Walker Digital of this Agreement, nor the consummation by Walker Digital of the transactions contemplated hereby will (i) conflict with or violate any provision of the limited liability company agreement of Walker Digital, (ii) require on the part of Walker Digital any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Walker Digital is a party or by which it is bound or to which any of its assets are subject, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Walker Digital or any of its properties or assets.

(iv) Title to Shares. Walker Digital is the sole legal and beneficial owner of and has good and valid title to the shares to be sold by it hereunder, and, upon delivery to the Buyers of the Shares to be sold hereunder, against payment made pursuant to this Agreement, good and valid title to such Shares, free and clear of any lien, pledge, charge, security interest, mortgage, or other encumbrance or adverse claim, will pass to the Buyer.

5. Conditions Precedent to Closing

(a) Conditions Precedent to the Obligations of the Buyers to Purchase Shares at the Closing. The obligation of each Buyer listed on Exhibit A hereto to acquire Shares at the Closing is subject to the fulfillment to such Buyer’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by such Buyer (as to itself only):

(i) Representations and Warranties. The representations and warranties of Walker Digital contained herein shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date when made and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date.

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(ii) Performance. Walker Digital shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing.

(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(iv) Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

(v) Consents. Walker Digital shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares at the Closing, all of which shall be and remain so long as necessary in full force and effect.

(vi) No Suspensions of Trading in Common Stock. The trading of the Common Stock shall not have been suspended, as of the Closing Date, by the SEC. As of the Closing Date, the Common Stock shall be quoted for trading on the OTC Bulletin Board.

(vii) Walker Digital Deliverables. Walker Digital shall have delivered the Walker Digital Deliverables in accordance with Section 1(c).

(viii) Compliance Certificate. Walker Digital shall each have delivered to each Buyer a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Managing Member, as the case may be, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 7(a) hereof.

(b) Conditions Precedent to the Obligations of Walker Digital to sell Shares at the Closing. Walker Digital’s obligation to sell and issue the Shares to each Buyer listed on Exhibit A hereto at the Closing is subject to the fulfillment to the satisfaction of Walker Digital on or prior to the Closing Date of the following conditions, any of which may be waived by Walker Digital:

(i) Representations and Warranties. The representations and warranties made by such Buyer in Section 3 hereof shall be true and correct in all material respects as of the date when made, and as of the Closing Date as though made on and as of such date, except for representations and warranties that speak as of a specific date.

(ii) Performance. Such Buyer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.

(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

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6. Miscellaneous

(a) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(b) Waiver. Any provision for the benefit of Walker Digital contained in this Agreement may be waived, either generally or in any particular instance, by the Managing Member of Walker Digital, as evidenced by a signed certificate of the Managing Member of Walker Digital.

(c) Binding Effect. This Agreement shall be binding upon and inure to the benefit of Walker Digital and each Buyer and their respective heirs, executors, administrators, legal representatives, successors and assigns.

(d) Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section 6(d).

(e) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Shares, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement.

(g) Amendment. This Agreement may be amended or modified only by a written instrument executed by Walker Digital and by those Buyers who, in the aggregate, hold not less than 75% of the Shares sold in connection with these Offerings.

(h) Disclosure of Transactions and Other Material Information. Prior to 9AM EST on the Trading Day immediately following the execution of this Agreement, Walker Digital shall issue a press release (the “Press Release”) disclosing all material terms of the transactions contemplated hereby. On or before the fourth business day following the date hereof, Walker Digital shall arrange for the Company to file a Current Report on Form 8-K describing the terms of the Offerings in the form required by the 1934 Act, and attaching the required documents as exhibits to such filing. From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers by the Company or any of its officers, directors, employees or agents in connection with the transactions contemplated by the this Agreement. Subject to the foregoing, neither Walker Digital, its affiliates nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, Walker Digital shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that each Buyer shall be consulted by Walker Digital in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, Walker Digital shall not and shall cause its affiliates not to disclose the name of such Buyer in any filing, announcement, release or otherwise, except as may be required by applicable law and regulations.

(i) Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be enforced, governed and construed in all respects in accordance with the internal substantive laws of the State of New York (without reference to principles of conflicts or choice of law that would cause the application of the internal laws of any other jurisdiction). Each Party hereby irrevocably submits and consents to the jurisdiction of the state and federal courts located in New York, New York with respect to any dispute, controversy, legal action or other proceeding that arises from or concerns this Agreement or the purchase of the Shares and acknowledges that he, she or it will accept service of process by registered or certified mail or the equivalent directed to his, her or its address set forth herein or by whatever other means are permitted by such courts. Each party hereby acknowledges that said courts have jurisdiction over any such dispute, controversy, legal action or other proceeding and that he, she or its hereby waives any objection to personal jurisdiction or venue in these courts or that such courts are an inconvenient forum.

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(j) Termination. This Agreement may be terminated and the sale and purchase of the Shares abandoned at any time prior to the Closing by either Walker Digital or any Buyer listed on Exhibit A hereto (with respect to itself only), upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on February 14, 2014; provided, however, that the right to terminate this Agreement under this Section 8(j) shall not be available to any party whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this Section 8(j) shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the Registration Rights Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the Registration Rights Agreement. In the event of a termination pursuant to this 8(j), Walker Digital shall promptly notify all non-terminating Buyers. Upon a termination in accordance with this Section 8(j), Walker Digital and the terminating Buyer(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Buyer will have any liability to any other Buyer under this Agreement as a result therefrom.

(k) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and constitute the same instrument.

[the following pages are the signature pages]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

WALKER DIGITAL, LLC
By:	/s/ Jay Walker
Its:	Authorized Signatory

ENTITY BUYERS:

Name of Buyer

By:

Name:

Title:

EIN:

Address:

Maximum Number of Shares:

INDIVIDUAL BUYERS:

Name:

Title:

Address:

SSN:

Maximum Number of Shares:

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EX-99.8

Exhibit 99.8

EXECUTION VERSION

REGISTRATION RIGHTS INDEMNIFICATION AGREEMENT

THIS REGISTRATION RIGHTS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2014, by and among Patent Properties, Inc., a Delaware corporation (the “Company”), and Walker Digital, LLC, a Delaware limited liability company (“Walker Digital”).

WHEREAS, Walker Digital is offering up to 5 million shares (the “Shares”) of the Common Stock of the Company to a limited number of accredited investors in a non-public offering (the “Offering”); and

WHEREAS, Walker Digital and each person that is subscribing for shares in the Offering (each a “Buyer” and collectively the “Buyers”) are executing and delivering a Registration Rights Agreement dated as of February 10, 2014 (the “Registration Agreement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the Shares;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Walker Digital agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Registration Agreement shall have the meanings given such terms in the Registration Agreement.

2. Indemnification by Walker Digital.

a. Walker Digital shall indemnify, defend and hold harmless the Company and its officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of them (each, an “Indemnified Party”), from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon any (i) Event (including but not limited to liquidated damages payable pursuant to Section 3(b) of the Registration Agreement and any interest on such amounts), and (ii) Public Information Failure (including but not limited to Public Information Failure Payments and any interest on such amounts).

b. If any proceeding shall be brought or asserted against any Indemnified Party regarding such Losses, such Indemnified Party, after having actual knowledge of any such proceeding, shall promptly notify Walker Digital in writing, and Walker Digital shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve Walker Digital of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

c. An Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) Walker Digital has agreed in writing to pay such fees and expenses; (2) Walker Digital shall have failed promptly to assume the defense of such proceeding or to employ counsel reasonably satisfactory to such Indemnified Party in any such proceeding; (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and Walker Digital, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and Walker Digital (in which case, if such Indemnified Party notifies Walker Digital in writing that it elects to employ separate counsel at the expense of Walker Digital, Walker Digital shall not have the right to assume the defense thereof and such counsel shall be at the expense of Walker Digital); or (4) the Indemnified Party shall have been advised by counsel that there are one or more defenses available to it that are in conflict with those available to Walker Digital (in which case, if such Indemnified Party notifies Walker Digital in writing that it elects to employ separate counsel at the expense of Walker Digital, Walker Digital shall not have the right to assume the defense thereof and such counsel shall be at the expense of Walker Digital); provided, that Walker Digital shall not be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. Walker Digital shall not be liable for any settlement of any such proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Walker Digital shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

3. Miscellaneous.

a. Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

b. Legal Representation. Loeb & Loeb LLP has acted as legal counsel to the Company and Walker Digital in connection with the transactions contemplated by the Registration Agreement and in the preparation and negotiation of this Agreement and may continue to act as legal counsel for the parties from time to time. Each party hereto consents to Loeb & Loeb LLP acting in such capacity as legal counsel for the Company and Walker Digital and waives any claim that such representation represents a conflict of interest on the part of Loeb & Loeb LLP.

c. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified, supplemented or waived unless the same shall be in writing and signed by the Company and Walker Digital.

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d. Term. The indemnification rights provided hereunder shall terminate at such time as the Registration Agreement terminates.

e. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to Walker Digital, to:

Walker Digital, LLC

Two High Ridge Park

Stamford, CT 06905

Attn:

E-mail:

If to the Company, to:

Patent Properties, Inc.

Two High Ridge Park

Stamford, CT 06905

Attn:

E-mail:

f. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

g. Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.

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h. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with New York law, without giving effect to any principles of conflicts of law that would result in the application of the substantive law of another jurisdiction.

i. Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

j. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

k. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

l. Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States Dollars. All amounts owing under this Agreement are in United States Dollars. All amounts denominated in other currencies shall be converted in the United States Dollar equivalent amount in accordance with the applicable exchange rate in effect on the date of calculation.

m. Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Registration Rights Indemnification Agreement to be duly executed as of the day and year first above written.

WALKER DIGITAL, LLC
By:	/s/ Jay Walker
Name:	Jay Walker
Title:	Authorized Signatory

PATENT PROPERTIES, INC.
By:	/s/ Jonathan Ellenthal
Name:	Jonathan Ellenthal
Title:	Chief Executive Officer

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EX-99.9

Exhibit 99.9

ESCROW AGREEMENT

This Agreement is effective as of the 30th day of January, 2014 by and among Walker Digital, LLC (the “Seller”), Broadband Capital Management, LLC, a New York limited liability company, as agent (the “Agent”) for the purchasers whose names are set forth on Exhibit A to the Subscription, Purchase and Investment Agreement described below (the “Purchasers”) and Loeb & Loeb LLP (the “Escrow Agent”):

W I T N E S S E T H:

WHEREAS, the Seller and the Purchasers are entering into a Subscription, Purchase and Investment Agreement (the “Subscription, Purchase and Investment Agreement”), pursuant to which the Seller shall offer and sell to the Purchasers shares of common stock (the “Common Stock”), $.001 par value per share (the “Shares”) of Patent Properties, Inc. (f/k/a GlobalOptions Group, Inc.), a Delaware corporation (the “Issuer”) in an offering (the “Offering”) for an aggregate purchase price of no less than $15,000,000 (the “Escrow Funds”); and

WHEREAS, the Parties hereto require the Escrow Funds to be delivered to the Escrow Agent, to be held in escrow and released by the Escrow Agent in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant to the terms and conditions of this Agreement.

NOW THEREFORE, the Parties agree as follows:

ARTICLE I

INTERPRETATION

1.1. Definitions. Whenever used in this Agreement, the following terms shall have the following respective meanings:

• “Agreement” means this Agreement and all amendments made hereto and thereto by written agreement between the Parties;

• “Closing Date” shall have the meaning set forth in Section 1(a) of the Subscription, Purchase and Investment Agreement;

• “Parties” shall collectively mean the the Seller, the Escrow Agent and Agent;

ARTICLE II

DELIVERIES TO THE ESCROW AGENT AND RESPONSIBILITIES OF THE ESCROW AGENT

2.1. Appointment of Escrow Agent. The Seller and the Agent hereby appoint Loeb & Loeb LLP as escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment.

2.2. Establishment of the Bank Account. The Escrow Agent shall establish a non-interest-bearing bank account at the branch of the bank selected by the Escrow Agent (heretofore defined as the “Bank Account”). The purpose of the Bank Account is for (a) the deposit of the Escrow Funds, and (b) the disbursement of the Escrow Funds, all as described herein.

2.3 Receipt of Escrow Funds. The Escrow Agent shall, at the end of each business day during the term of this Agreement, provide the parties hereto with a schedule that includes an update of all Escrow Funds received as of each such date (the “Schedule”).

2.4 Delivery of Escrow Funds.

(a) Each Purchaser shall deliver to the Escrow Agent such Purchaser’s respective purchase price of the Shares as set forth in Exhibit A attached to the Subscription, Purchase and Investment Agreement. The purchase price shall be delivered to the Escrow Agent pursuant to the wire transfer instructions set forth on Exhibit A attached hereto. All Escrow Funds received on or prior to the Closing Date (provided that the Minimum Offering Amount has been achieved) shall be released in accordance with the instructions set forth in Section 3.1(a) of this Agreement.

ARTICLE III

RELEASE OF ESCROW FUNDS

3.1. Release of Escrow. The Escrow Agent shall release the Escrow Funds:

(a) Upon receipt by the Escrow Agent of joint written instructions (“Instructions”) on the Closing Date signed by the Seller and the Agent as hereinafter set forth, the Escrow Agent shall deliver the Escrow Funds being held in the escrow account as of the Closing Date, in accordance with the terms of the Instructions, which Instructions shall include the delivery to the Seller of the Escrow Funds, after deduction from the Escrow Funds of (i) all fees and disbursements incurred by Escrow Agent, including with respect to its fees and disbursements resulting from its representation of Seller and the Issuer and (ii) disbursement of legal fees to Sichenzia Ross Friedman Ference LLP, the Purchasers’ legal counsel, in the amount and pursuant to the wire instructions set forth on Exhibit B, attached hereto. The placement agent’s commission shall be delivered to the Agent pursuant to the wire instructions set forth on Exhibit B attached hereto, and the remaining Escrow Funds shall be delivered to the Seller pursuant to the wire instructions set forth on Exhibit C. All Instructions executed by the Agent must be signed by Michael Rapoport or Philip Wagenheim.

(b) In the event that the Minimum Offering Amount is not reached by February 14, 2014, upon the receipt of Instructions by the Issuer and the Agent, the Escrow Agent shall return the Escrow Funds received as of such date to the respective Purchasers in accordance with such Instructions.

ARTICLE IV

CONCERNING THE ESCROW AGENT

4.1. The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by parties hereto. The Escrow Agent shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, the Escrow Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Subscription, Purchase and Investment Agreement or any other agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement;

4.2. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying, acting or refraining from acting on any written notice, instruction, direction, request, instrument or other communication, paper or document believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties, and shall have no duty to inquire into or investigate the validity, accuracy or content of any thereof. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it hereunder as the Escrow Agent while acting in the absence of gross negligence, fraud or willful misconduct (as each is determined by a final, non-appealable judgment of a court of competent jurisdiction). In no event shall the Escrow Agent be (A) liable for acting in accordance with a notice, instruction, direction, request or other communication, paper or document from the Seller, Issuer or the Agent or (B) liable or responsible for special, punitive, indirect, consequential or incidental loss or damages of any kind whatsoever to any person or entity (including without limitation lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage.

4.3. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

4.4. The Escrow Agent shall act hereunder as an escrow agent only and shall not be responsible or liable in any matter whatever for the sufficiency, collection, correctness, genuineness or validity of any revenues, cash, payments, securities, property, funds, investments, dividends, distributions, interest, income, earnings or other amounts deposited with or held by it or be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for thereunder in the absence of gross negligence, fraud or willful misconduct (as each is determined by a final, non-appealable judgment of a court of competent jurisdiction).

4.5. The Escrow Agent shall be entitled to employ such legal counsel (who may be a counsel to a party hereto or an employee of the Escrow Agent) and other experts as the Escrow Agent may deem necessary to properly advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, and shall be fully protected in taken, suffering or omitting to take any action in reliance upon the advice of such counsel.

4.6. The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving written notice to the other parties hereto. In the event of any such resignation, such other parties shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any escrow funds and other documents held by the Escrow Agent. Any person or entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any person or entity resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any person or entity to which substantially all the stock transfer business of the Escrow Agent may be transferred, shall automatically be the Escrow Agent under this Agreement without further act.

4.7. If the Escrow Agent requires other or further instruments in connection with this Agreement or its obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. The Escrow Agent shall not take instructions or directions except those given in accordance with this Agreement.

4.8 The Escrow Agent may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts.

4.9 The Escrow Agent may represent, or engage or be interested in any financial or other transaction with, the Seller, Issuer or any other party hereto or affiliate thereof, and may take such action in connection therewith for such party or any affiliate thereof, as freely as if it were not the Escrow Agent hereunder. The Escrow Agent has acted as legal counsel the Seller and the Issuer in connection with the transactions contemplated by the Subscription, Purchase and Investment Agreement and may continue to act as legal counsel for the Seller, Issuer and Agent from time to time, notwithstanding its duties as the Escrow Agent hereunder. Each party hereto and the Agent on behalf of the Purchasers consents to the Escrow Agent acting in such capacity as legal counsel for the Seller and the Issuer and waives any claim that such representation represents a conflict of interest on the part of the Escrow Agent. Each party hereto and the Agent on behalf of the Purchasers understands that the Escrow Agent is relying explicitly on the foregoing provision in entering into this Escrow Agreement.

4.10 The Escrow Agent shall not be obligated to expand or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it. To the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of the Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds such amount as the Escrow Agent estimates to be sufficient to provide for the payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Escrow Agent shall be indemnified and held harmless against any liability for taxes and for any penalties in respect of taxes, on such investment income or payments in the manner provided in Section 4.14.

4.11 The Escrow shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Escrow Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication).

4.12 The Escrow Agent shall not be called upon to advise any person or entity as to any investments with respect to any security, property or funds held in escrow hereunder or the dividends, distributions, income, interest or earnings thereon.

4.13. In the event the Escrow Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Escrow Agent hereunder, Escrow Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to any other party to this Agreement for refraining from taking such action. It is understood and agreed that should any dispute or conflicting claim arise with respect to the Agreement, the Escrow Account, or the delivery and/or ownership or right of possession of the documents or the Escrowed Funds held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (I) to initiate an action in interpleader or another appropriate action, suit or proceeding in a court of competent jurisdiction seeking to resolve such dispute or claims and/or (ii) to refrain from complying with any claim, notice, instruction, direction, request or other communication, paper or document and to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrowed Funds and/or (iii) to deliver the Escrowed Funds to a state or Federal court having competent subject matter jurisdiction and located in the City of New York, Borough of Manhattan, in accordance with the applicable procedure therefore. The Escrow Agent shall be fully protected and shall not be liable in any way to the Company or the Agent or any other person or entity for failure or refusal to comply with such conflicting claims, notices, instructions, directions, requests, communications, papers or documents until the Escrow Agent is satisfied, in its sole discretion, that such conflicting claims, notices, instructions, directions, requests, communications, papers or documents have been definitively determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent.

4.14. Each of the Seller and the Agent hereby jointly and severally agrees to indemnify, defend, protect, save and hold harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, attorneys, accountants, experts, partners, employees, agents and representatives (collectively, the “Indemnitees”) from any and all losses, damages, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, claims, liabilities, costs or expenses, including without limitation reasonable fees and disbursements of counsel (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Indemnitee, at any time, and in any way arising from or relating to the execution, delivery or performance of this Agreement, the enforcement of any rights or remedies under or in connection with this Agreement, the establishment of the Escrow Account, the acceptance or administration of the Escrowed Funds and any payment, transfer or other application of securities, property or funds pursuant to this Agreement, or as may arise by reason of any act, omission or error of the Indemnitee except to the extent such Loss shall have been determined by final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, fraud or willful misconduct of the Escrow Agent. The obligations contained in this Section 4.14 shall survive the termination of this Agreement.

ARTICLE V

GENERAL MATTERS

5.1 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

5.2 Assignment and Modification. This Agreement and the rights and obligations hereunder of any of the parties hereto may not be assigned without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. No other person will acquire or have any rights under, or by virtue of, this Agreement. No portion of the Escrow Funds shall be subject to interference or control by any creditor of any party hereto, or be subject to being taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such party hereto prior to the disbursement thereof to such party hereto in accordance with the provisions of this Agreement. This Agreement may be changed or modified only in writing signed by the Seller, the Agent and the Escrow Agent. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the party giving such waiver. No waiver by any party with respect to any condition, default or breach of covenant hereunder shall be deemed to extend to any prior or subsequent condition, default or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

5.3 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

5.4 Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.

5.5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the Escrow Funds and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties relating to the Escrow Funds. There are no warranties, representations and other agreements made by the Parties in connection with the subject matter hereof.

5.6 Extended Meanings. In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders. The word “person” includes an individual, body corporate, partnership, trustee or trust or unincorporated association, executor, administrator or legal representative.

5.7. Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state of New York. Each party hereto agrees to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party (which shall be the party which receives an award most closely resembling the remedy or action sought) shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In

the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

5.8. Specific Enforcement, Consent to Jurisdiction. Each of the parties hereto acknowledges and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injuction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Subject to Section 5.8 hereof, each of the parties hereto hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

5.9 Termination. This Escrow Agreement shall terminate upon the earlier of the (i) release of all of the Escrow Funds or (ii) the Closing Date.

5.10. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

(a) If to the Seller, to:

Walker Digital, LLC

Two High Ridge Park

Stamford, CT 06905

Attn: Gary Greene

E-mail: gary.greene@walkerdigital.com

(b) If to the Agent, to:

Broadband Capital Management, LLC

712 Fifth Avenue, 22 Floor

New York, NY 10019

Fax: (212) 759-2020

Attn: Philip Wagenheim

E-mail: pwaggs@broadbandcapital.com

(c) If to the Escrow Agent by telecopier and email only, to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Mitchell S. Nussbaum, Esq.

Fax: 212-407-4990

E-mail: mnussbaum@loeb.com

or to such other address as any of them shall give to the others by notice made pursuant to this Section 5.10.

5.11. Invalidity. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties hereto shall be enforceable to the fullest extent permitted by law.

[the following page is the signature page]

IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be duly executed as of the day and year first above written.

WALKER DIGITAL, LLC
By:	/s/ Jay Walker
Name:
Title:
LOEB & LOEB LLP
By:	/s/ Norwood P. Beveridge, Jr.
Name:	Norwood P. Beveridge, Jr.
Title:	Partner
BROADBAND CAPITAL MANAGEMENT LLC
By:	/s/ Philip Wagenheim
Name:	Philip Wagenheim
Title:	Vice Chairman