Exhibit 6.7

JOINT VENTURE AND SERVICES AGREEMENT

This JOINT VENTURE AND SERVICES AGREEMENT (this “Agreement”) is made as of January 10, 2018, by and between Acacia Research Corporation, a Delaware corporation (“Acacia”), and Bitzumi, Inc., a Delaware corporation (“Bitzumi” and, together with Acacia, the “Parties”).

WHEREAS, Acacia, through its wholly and majority- owned and controlled operating subsidiaries, invests in, licenses and enforces patented technologies; and

WHEREAS, Bitzumi and Acacia desire to create a joint venture to apply Acacia’s and its Affiliates’ (as defined herein) legal and technological expertise to develop and create a patent related platform utilizing blockchain technology as set forth on Exhibit A hereto; and

WHEREAS, in connection with the joint venture, Acacia shall assist Bitzumi in identifying, acquiring, registering, monetizing and enforcing Intellectual Property (as defined herein) assets, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.DEFINITIONS; INTERPRETATION

1.1Definitions. The following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Affiliate- shall mean, when used with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For the purposes of this definition, “control”, when used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.

“Business Day” shall mean any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in New York or California.

“Costs and Expenses” has the meaning set forth in Section 4.2.

“Governmental Authority- shall mean any foreign, federal, state or local court, administrative agency, official board, bureau, governmental or quasi-governmental entities having competent jurisdiction over Acacia, Bitzumi or any of their respective Subsidiaries, and any other tribunal or commission or other governmental department, authority or instrumentality or any subdivision, agency, mediator, commission or authority of competent jurisdiction.

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“Intellectual Property” means, collectively, any U.S. and non-U.S. issued, registered, unregistered and pending: (i) patents and patent applications (including any divisionals, continuations, continuations-in-part, reissues, renewals, re-examinations, extensions, provisional and applications for any of the foregoing), inventor’s certificates, utility model rights and similar rights, petty patents and applications therefor; (ii) works of authorship, mask works, copyrights, and copyright and mask work registrations and applications for registration; (iii) trademarks and service marks (including those which are protected without registration due to their well-known status), trade names, corporate names, domain names, logos, slogans, taglines, trade dress, general intangibles of like nature, and other indicia of source, origin, endorsement, sponsorship or certification, designs, industrial designs, product packaging shape, and other elements of product and product packaging appearance together with all registrations and applications for registration of any of the foregoing and all goodwill related to any of the foregoing; (iv) unpatented inventions (whether or not patentable), trade secrets under applicable law, know-how and confidential or proprietary information, including (in whatever form or medium), discoveries, ideas, compositions, rights in software (including all source and object code related thereto), computer software documentation, database, drawings, designs, plans, proposals, specifications, photographs, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data, pricing and cost information, correspondence and notes; (v) all claims and rights related to any of the foregoing; and (vi) all other intellectual property or proprietary rights.

“Law” will mean any federal, state, local or foreign law (including common law), statute, code, ordinance, rule, regulation, agency requirement, or treaty of any Governmental Authority.

“Materials” has the meaning set forth in Section 11.1.

“Party” has the meaning set forth in the preamble.

“Person” or “person” means a natural person, corporation, company, joint venture, individual business trust, trust association, partnership, limited partnership, limited liability company or other entity, including a Governmental Authority.

“Providing Party” has the meaning set forth in Section 8.

“Receiving Party” has the meaning set forth in Section 8.

“Service Provider” means Acacia and/or any of its Affiliates providing Services hereunder.

“Service Recipient” means Bitzumi and/or any of its Subsidiaries receiving Services hereunder.

“Service RecipientData” means all the data owned and provided solely by Service Recipient, or created by Service Provider solely on behalf, or for the benefit, of Service Recipient, that is used by Service Provider solely in relation to the provision of the Services, including employee information, customer information, product details and pricing information.

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“Services” has the meaning set forth in Section 2.1.

“Subsidiary” shall mean, with respect to any Person, a corporation, partnership, association, limited liability company, trust or other form of legal entity in which such Person, a Subsidiary of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, has either (i) a majority ownership in (A) the equity or (B) the interest in the capital or profits thereof, (ii) the power to elect, or to direct the election of, a majority of the board of directors or other analogous governing body of such entity, or (iii) the title or function of general partner or manager, or the right to designate the Person having such title or function.

“Term” has the meaning set forth in Section 9.2.

2.JOINT VENTURE

2.1Acacia and Bitzumi agree to enter into a joint venture for the development of a patent-related platform utilizing blockchain technology based on the following conditions:

(a)A mutually agreeable budget and development plan approved by Bitzumi and Acacia;

(b)An aggregate of $10 million dollar capital investment by Acacia into Bitzumi (taking into account all prior investments made by Acacia into Bitzumi), it being agreed that if Acacia has offered to invest $10 million into Bitzumi, Bitzumi shall be obligated to accept such investment within thirty (30) days from the date hereof, provided that, except as otherwise set forth in the Securities Purchase Agreement between Acacia and Bitzumi and the Warrant issued to Acacia thereunder, the price per share of common stock payable by Acacia in connection with such investment shall be $2.50 per share; and

(c)Acacia to provide all patent and other related services, including its legal and technological expertise and services as set forth in Section 3 below.

3.SERVICES

3.1Services. During the term of this Agreement, at Bitzumi’s request from time to time during the Term hereof, pursuant to a plan to be jointly developed by the Parties, Acacia shall provide Bitzumi, on a non-exclusive basis, such advisory support services and other assistance as Bitzumi may reasonably require in connection with the acquisition, prosecution and development of Bitzumi’s Intellectual Property, including without limitation (i) advisory services to build an intellectual property portfolio to support Bitzumi’s business plans that includes, among other things, advisory services towards (a) identification of proprietary assets eligible for intellectual property protection, (b) identification of rights to pursue with respect to such assets, (c) identification and hiring of adequate legal resources to implement the intellectual property strategy, and (d) identification, acquisition or licensing of third party intellectual property assets, (ii) advisory services directed to help protect Bitzumi’s Intellectual Property from unauthorized use or misappropriation of Bitzumi’s intellectual property assets that includes, among other things, advisory services towards formulating a strategy to pursue a potential infringer based on the relative strength of Bitzumi’s rights including advising on the type of action to pursue, identifying the right venue and jurisdiction to pursue the action and hiring an appropriate legal team, (iii) advisory services to assist Bitzumi with identifying patentable subject matter, drafting patent applications and claims, prosecution of Bitzumi’s patent applications, building a patent portfolio to support Bitzumi’s business needs(iv) where necessary and if mutually agreed, advisory services related to infringement where Bitzumi is alleged to be infringing third party intellectual property rights that includes advisory services on the legal and business strategy to pursue, (v) advisory services towards commercialization of Bitzumi’s intellectual property assets including, without limitation, licensing such assets to third parties, engaging with standard setting organizations, patent pools and entering into cross-licensing arrangements (collectively, the “Services”).

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3.2Service Provider and Service Recipient shall, and shall cause their respective Affiliates to, comply with applicable privacy and data security Laws in the provision or receipt of Services.

3.3The Parties acknowledge that, subject to Sections 3.2, the manner, means, and resources to provide the Services are in the reasonable discretion of Service Provider; provided that Service Provider shall in good faith discuss and consider any reasonable suggestions of Service Recipient with respect to the foregoing that are consistent with the terms of this Agreement.

3.4Unless otherwise provided for in this Agreement, the Parties shall use their commercially reasonable efforts to cooperate with each other in all matters relating to the provision and receipt of the Services. Such cooperation shall include exchanging information, providing electronic access to systems used in connection with the Services and obtaining all consents, licenses, sublicenses or approvals necessary (including the payment of any reasonable fees or expenses) to permit each Party to perform its obligations hereunder, in each case, subject to the restrictions of Section 9. Each Party shall cooperate with the other Party in determining the extent to which any tax is due and owing with respect to any of the Services, and in providing and making available appropriate documentation or information reasonably requested by the other Party including, but not limited to, applicable resale and/or exemption certificates.

4.CONSIDERATION

4.1As consideration for Acacia entering into this Agreement and immediately following the funding of the capital investment under Section 2.1(b), Bitzumi shall issue to Acacia a warrant to purchase 30,000,000 shares of Bitzumi’s Common Stock, par value $0.0001 per share at an exercise price of $.01 per share in the form attached hereto as Exhibit A (the “Warrant”).

4.2Not later than twenty-one (21) days after the last day of each calendar month, Service Provider shall provide to Service Recipient an itemized invoice for the preceding month’s reasonable incidental out-of-pocket costs and expenses reasonably incurred by Service Provider in providing such Services, including air fare (coach class), lodging, meals, mileage, parking and ground transportation, as well as the actual cost paid by Service Provider to third-party service providers with respect to any Services provided by such third-party service providers (“Costs and Expenses”).

4.3The amount stated in such invoice shall be paid by Service Recipient in full within forty-five (45) days of the date of Service Recipient’s receipt of the invoice (or the next Business Day following such date, if such forty fifth (45th) day is not a Business Day) through payment to an account designated by Service Provider.

4.4Without prejudice to Service Provider’s other rights and remedies, in the event any sum due (other than those subject to dispute in good faith) to Service Provider pursuant to the terms of this Agreement remains unpaid thirty (30) Business Days after the applicable due date, interest shall accrue daily, from the due date until the date of actual payment, at an annual interest rate equal to 6%.

4.5Notwithstanding anything to the contrary contained herein, all Costs and Expenses above $500 shall require the prior written approval and authorization of the Service Recipient.

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5.ACCESS

Each Service Provider and Service Recipient shall, and shall cause their respective Affiliates to, provide to each other and their respective agents and vendors reasonable access (during normal business hours (when appropriate with respect to physical access), upon reasonable notice and supervised by the appropriate personnel of the Parties or as otherwise agreed by the Parties) to the information, personnel, and systems necessary for the efficient and accurate administration, provision, receipt or use of each of the Services and to avoid the duplication of any expenses or benefits thereunder; provided that all such information shall be shared subject to the confidentiality obligations set forth in Section 8, and any Party or third-party vendor receiving such information shall agree to be bound by such obligations prior to the provision of any such information.

6.LIMITED WARRANTY

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, UNLESS EXPRESSLY SET FORTH HEREIN, THE SERVICE PROVIDER REPRESENTS AND WARRANTS ONLY THAT THE SERVICES SHALL BE IN CONFORMITY WITH THIS AGREEMENT. THE ABOVE-STATED LIMITED WARRANTY IS THE SERVICE PROVIDER’S SOLE AND EXCLUSIVE WARRANTY WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT. THE SERVICE PROVIDER DOES NOT MAKE ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, WHETHER OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE FOR SUCH SERVICES.

7.LIMITATION ON DAMAGES

IN NO EVENT SHALL ANY PARTY OR SUCH PARTY’S AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE.

THE LIABILITY OF SERVICE PROVIDER WITH RESPECT TO THE SERVICES PROVIDED SHALL BE LIMITED TO, AND SERVICE RECIPIENT’S SOLE REMEDY FOR ANY BREACH OF THIS AGREEMENT SHALL BE, THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 9.2(C), WHICH TERMINATION SHALL NOT AFFECT ACACIA’S RIGHTS UNDER THE WARRANT. IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 9.2(C), IT WILL BECOME VOID AND OF NO FURTHER FORCE AND EFFECT, WITH NO LIABILITY ON THE PART OF SERVICE PROVIDER. FORCE MAJEURE

7.1Neither Party shall be responsible for failure or delay in performance of its obligations hereunder, if and to the extent caused by an act of God or public enemy, war, government acts, regulations or orders, fire, flood, embargo, quarantine, epidemic, labor stoppages or disruptions, unusually severe weather or other similar cause beyond the control of the affected party (a “Force Majeure Event”), provided that the affected party shall have, promptly after knowledge of the beginning of a Force Majeure Event, notified the other party of such a Force Majeure Event, the reason therefor, and the estimated probable duration and consequence thereof. The Parties acknowledge and agree that such estimation shall not be considered binding in any way, and the affected party shall not incur liability of any kind if such estimation proves to be inaccurate. The affected party shall use its commercially reasonable efforts to restore performance of its obligations in accordance with this Agreement as soon as reasonably practicable following the commencement of a Force Majeure Event.

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7.2In the event that Service Provider is excused from supplying a Service pursuant to Section 7.1, Service Recipient shall be free to acquire replacement services from a third party at Service Recipient’s expense, and without liability to Service Provider, for the period and to the extent reasonably necessitated by such non-performance.

8.CONFIDENTIALITY OF INFORMATION

Except as provided below, all data and information disclosed between Service Provider and Service Recipient pursuant to this Agreement, including information relating to or received from third parties and any Service Recipient Data, are deemed “Confidential Information” of the Party disclosing such information. A Party receiving Confidential Information (the “Receiving Party”) shall not use such information for any purpose other than for which it was disclosed by the party providing such information (the “Providing Party”) and, except as otherwise permitted by this Agreement, shall not disclose to third parties any Confidential Information for a period of five (5) years from the termination or expiration of this Agreement or, with respect to any trade secrets, indefinitely. Notwithstanding the foregoing, “Confidential Information” shall not include any information that (a) is generally known to the public at the time of disclosure or becomes generally known without the Receiving Party violating or breaching any confidentiality obligations under this Agreement; (b) is in the Receiving Party’s possession at the time of disclosure free of any confidential obligations to any party; (c) becomes known to the Receiving Party through disclosure by sources other than the Providing Party without such sources violating any confidentiality obligations to the Disclosing Party or any third party; or (d) is independently developed by the Receiving Party without reference to or reliance upon the Providing Party's Confidential Information.

9.TERM AND TERMINATION

9.1This is a master agreement and shall be construed as a separate and independent agreement for each and every Service provided under this Agreement. Any termination of this Agreement with respect to any Service shall not terminate this Agreement with respect to any other Service then being provided pursuant to this Agreement.

9.2This Agreement shall continue for a term of two (2) years after the date hereof, unless sooner terminated as provided in this Section 9.2 (the “Term”). This Agreement may be terminated as follows:

(a)           upon the mutual agreement of the Parties;

(b)           by Acacia, upon written notice to Bitzumi, if Service Recipient commits a material breach of its obligations under this Agreement and such breach continues uncured for a period of thirty (30) days after Service Provider has given prior written notice of such breach to Service Recipient;

(c)           by Bitzumi, upon written notice to Acacia, if Service Provider commits a material breach of its obligations under this Agreement and such breach continues uncured for a period of thirty (30) days after Service Recipient has given prior written notice of such breach to Service Provider or

(d)           by Acacia, upon thirty (30) days’ prior written notice to Bitzumi, in the event of a cessation of operations by Bitzumi or the institution by or against Bitzumi of any proceeding (whether voluntary or judicially ordered) in bankruptcy or for dissolution, liquidation, winding up, reorganization, arrangement or the appointment of a receiver, trustee or judicial administrator, in each case that is not dismissed within sixty (60) days of the initiation of such action, or if Bitzumi makes an assignment for the benefit of, or composition or arrangement with, creditors or admits in writing, its inability to pay its debts as they become due or fails to clear any check or note when presented for payment.

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9.3Upon termination or expiration of this Agreement for any reason, Service Provider shall, upon the written request of Service Recipient, deliver to Service Recipient or destroy (provided such destruction is promptly confirmed in writing by Service Provider if requested by Service Recipient), at Service Provider’s option, all data, records and other information provided to Service Provider by Service Recipient and pertaining to any matters for which Service Provider was providing Services hereunder; provided, however, Service Provider may retain copies of such data, records and information to the extent necessary for accounting, tax reporting, and compliance with Service Provider’s document retention policies, subject to the requirements of Section 8.

10.RELATIONSHIP OF PARTIES

In providing the Services, Service Provider is acting as and shall be considered an independent contractor. This Agreement is not intended to create and shall not be construed as creating between Service Provider and Service Recipient any relationship other than an independent contractor and purchaser of contract services. The Parties specifically acknowledge that they are not, and this Agreement is not intended to and shall not be construed to make them, affiliates of one another and that no principal and agent, joint venture, partnership or similar relationship, or any other relationship, that imposes or implies any fiduciary duty, including any duty of care or duty of loyalty exists between the Parties. Except as expressly set forth herein, no Party has the authority to, and each Party agrees that it shall not, directly or indirectly contract any obligations of any kind in the name of or chargeable against the other Party without such other Party’s prior written consent.

10.1The Parties agree to use good faith efforts to resolve any controversy or claim arising out of this Agreement, the interpretation of any of the provisions hereof, or the actions of the Parties hereunder. In the event of a breach of this Agreement, or a dispute as to the meaning of this Agreement or any of its terms which the Parties cannot resolve by themselves amicably, the following provisions shall apply:

(a)           If, within thirty (30) days after one Party notifies the other in writing of the existence of a dispute, either Party may, at its option, provide written notice of the intent to arbitrate. In the event the Party that is the recipient of such notice agrees to arbitrate, arbitration shall be according to the rules of the American Arbitration Association, except as herein modified by the Parties or otherwise as agreed to by the Parties. Within ten (10) days of the agreement of the Parties to arbitrate, each Party will select an arbitrator, and notify the other Party of its selection. Within fifteen (15) days after receipt of such notice, the respective arbitrators will select a third arbitrator. All such arbitrators shall have experience in the respective businesses of the Parties. Decisions of the panel must be in writing and will be final and binding upon the Parties, and judgment may be entered thereon by any court having jurisdiction.

(b)           The arbitration proceedings will be held in Orange County, California, unless the Parties agree to a different location. All negotiation and arbitration proceedings will be confidential and will be treated as compromise and settlement negotiations for purpose of all rules of evidence. Each Party shall bear its own cost of presenting its case, including attorney’s fees, and one-half of the cost incurred by the arbitration panel, or any mediation or alternative dispute resolution procedure, as the case may be.

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10.2Nothing in this Section 10 shall supersede the notice/cure and termination rights of the Parties otherwise set forth in this Agreement. This Section 10 shall apply without prejudice to any Party’s right to seek equitable remedies or injunctive relief to which such Party may be entitled at any time.

11.RECORDS

11.1The Service Recipient Data shall be and shall remain the property of Service Recipient and, to the extent reasonably practicable, shall be promptly provided to Service Recipient by Service Provider upon Service Recipient’s request. The Service Provider shall use Service Recipient Data solely to provide the Services to Service Recipient as set forth herein and for no other purpose whatsoever.

11.2Notwithstanding anything herein to the contrary and subject to Section 8, Service Provider may retain copies of the Materials and Service Recipient Data in accordance with policies and procedures implemented by Service Provider in order to comply with applicable Law or document retention policies as in effect from time to time and in accordance with past practices.

12.INTELLECTUAL PROPERTY

Unless otherwise specifically provided herein, this Agreement shall not transfer ownership of any Intellectual Property from either Party to the other Party or to any third party. Ownership of any Intellectual Property created by a Service Provider in connection with providing a Service to a Service Recipient under this Agreement shall be retained by such Service Provider, unless based on Service Recipient’s Confidential Information or unless otherwise agreed to between the Service Provider and the Service Recipient, in writing. If Service Provider creates any Intellectual Property in connection with providing a Service based, in whole or in part, on Service Recipient’s Confidential Information or to the extent agreed to between the Service Provider and the Service Recipient, then the creation of such Intellectual Property that is primarily related to or arising from the applicable Service shall be considered a “work made for hire” under applicable Law and shall be owned by Service Recipient.

13.ASSIGNMENT

This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated, directly or indirectly, in whole or in part, including by operation of law, by any Party hereto without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, except that Acacia may delegate its rights or obligations hereunder, in whole or in part, to any of its Affiliates without the consent of Bitzumi; provided, however, that such Affiliate agrees in writing to be bound by this Agreement and to assume all of Acacia’s obligations under this Agreement. For the avoidance of doubt, no such delegation shall relieve Acacia of any of its obligations hereunder.

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14.NOTICES

All notices, requests, claims, demands and other communications to be given or delivered under or by the provisions of this Agreement shall be in writing and shall be deemed given only (a) when delivered personally to the recipient, (b) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), provided that confirmation of delivery is received, (c) upon machine-generated acknowledgment of receipt after transmittal by facsimile or (d) five (5) days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid). Such notices, demands and other communications shall be sent to the Parties at the following addresses (or at such address for a Party as will be specified by like notice):

(i)           If to Acacia:

Acacia Research Corporation

520 Newport Center Drive #1200

Newport Beach, CA 92660

Attn.  Edward Treska, Executive Vice President General Counsel

Facsimile: _______________

(ii)           If to Bitzumi:

Bitzumi, Inc.

55 5th Avenue, Suite 1702

New York, NY 10003

Attention: Scot Cohen

Facsimile: 212-504-0863

Any Party to this Agreement may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

15.SURVIVAL

The Parties’ rights and obligations under Sections 2, 3, 5, 6, 8, 9.3 and 10 through 16 shall survive expiration or termination of this Agreement.

16.GENERAL PROVISIONS

16.1Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is valid, legal and enforceable and that achieves the original intent of the Parties.

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16.2Counterparts. This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.

16.3Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

16.4Amendments; Waivers. This Agreement may not be amended except by an instrument in writing signed by both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of either Party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

16.5No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and, no Person shall be deemed a third party beneficiary under or by reason of this Agreement.

16.6Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

16.7Governing Law. This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the Laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of California. In furtherance of the foregoing, the internal Laws of the State of California shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Parties have caused this Joint Venture and Services Agreement to be executed and delivered by their duly authorized representatives as of the date first above written.

ACACIA RESEARCH CORPORATION

By: __________________________

Name:

Title:

BITZUMI, INC.

By: ___________________________

Name: Scot Cohen

Title: Executive Chairman

[Signature Page to Joint Venture and Services Agreement]

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EXHIBIT A

COMMON STOCK WARRANT

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