MARATHON PATENT GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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6794
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01-0949984
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification Number)
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11100 Santa Monica Blvd., Ste. 380
Los Angeles, CA 90025
Telephone: (800) 804-1690
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(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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Doug Croxall
11100 Santa Monica Blvd., Ste. 380
Los Angeles, CA 90025
Telephone: (703) 232-1701
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications, including communications sent to agent for service, should be sent to:
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Harvey J. Kesner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if smaller reporting company)
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Smaller reporting company [X]
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Exhibit No.
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Description
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3.1
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Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 9, 2011)
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3.2
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Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 28, 2014)
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3.3
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Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 20, 2013)
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3.4
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Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 19, 2013)
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3.5
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Certificate of Designations of Series A Convertible Preferred Stock of Marathon Patent Group, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
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3.6
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Certificate of Designations of Series B Convertible Preferred Stock of Marathon Patent Group, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
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3.7
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Certificate of Correction to the Certificate of Designation of Series A Convertible Preferred Stock of Marathon Patent Group, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 2, 2014)
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5.1
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Opinion of Sichenzia Ross Friedman Ference LLP (Incorporated by reference to Exhibit 5.1 to the Company's Registration Statement on Form S-3, filed with the SEC on December 15, 2014)
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10.1
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Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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10.2
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Form of Secured Convertible Note (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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10.3
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Form of Warrant (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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10.4
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Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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23.1**
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Consent of KBL LLP
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23.2
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Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)
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23.3**
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Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP
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23.4**
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Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP
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24.1
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Power of Attorney (Incorporated by reference to the power of attorney included in the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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*
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To the extent applicable, to be filed by an amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
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**
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Filed herewith.
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MARATHON PATENT GROUP, INC.
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By:
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/s/ Doug Croxall
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Name: Doug Croxall
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Title: Chief Executive Officer and Chairman
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(Principal Executive Officer)
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By:
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/s/ Francis Knuettel II
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Name: Francis Knuettel II
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Title: Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Signature
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Title
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Date
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/s/ Doug Croxall
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Chief Executive Officer and Chairman (Principal Executive Officer)
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December 30, 2014
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Doug Croxall
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/s/ Francis Knuettel II
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Chief Financial Officer (Principal Financial and Accounting Officer)
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December 30, 2014
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Francis Knuettel II
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*
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Executive Vice President, Secretary and Director
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December 30, 2014
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John Stetson
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Director
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December 30, 2014
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Stuart Smith
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Director
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December 30, 2014
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Edward Kovalik
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*
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Director
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December 30, 2014
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William Rosellini
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* Executed on December 30, 2014 by Doug Croxall as attorney-in-fact under power of attorney granted in the Registration Statement previously filed on November 19, 2014.
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* /s/ Doug Croxall
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Doug Croxall
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Attorney-in-Fact
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Exhibit No.
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Description
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3.1
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Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 9, 2011)
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3.2
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Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 28, 2014)
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3.3
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Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 20, 2013)
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3.4
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Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 19, 2013)
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3.5
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Certificate of Designations of Series A Convertible Preferred Stock of Marathon Patent Group, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
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3.6
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Certificate of Designations of Series B Convertible Preferred Stock of Marathon Patent Group, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
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3.7
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Certificate of Correction to the Certificate of Designation of Series A Convertible Preferred Stock of Marathon Patent Group, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 2, 2014)
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5.1
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Opinion of Sichenzia Ross Friedman Ference LLP*
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10.1
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Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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10.2
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Form of Secured Convertible Note (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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10.3
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Form of Warrant (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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10.4
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Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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23.1**
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Consent of KBL LLP
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23.2
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Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)
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23.3**
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Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP
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23.4**
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Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP
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24.1
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Power of Attorney (Incorporated by reference to the power of attorney included in the Company’s Registration Statement on Form S-3, filed with the SEC on November 19, 2014)
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*
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To the extent applicable, to be filed by an amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
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**
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Filed herewith.
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