Common use of Intellectual Property; Data Privacy Clause in Contracts

Intellectual Property; Data Privacy. (a) Except as would not have a Parent Material Adverse Effect, Parent and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Section 4.20 of the FTC Disclosure Schedule contains a complete and accurate list of all of FTC and each Subsidiary’s material U.S. and foreign (i) trademark or service ▇▇▇▇ registrations and applications, (ii) copyright registrations and applications, and (iii) Internet domain names. Neither FTC nor any of the Subsidiaries owns any patents or patent applications. Except as would not have reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse EffectEffect on FTC, Parent FTC and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned own or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any all FTC Intellectual Property, free and clear of all Liens and royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The FTC Intellectual Property constitutes all of the Intellectual Property reasonably necessary to carry on the business of FTC and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, the FTC Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of the FTC Intellectual Property. To the knowledge of FTC, neither the FTC Intellectual Property nor the conduct of the business of FTC and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, and FTC has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of FTC, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or sublicensed to, or purported to be licensed or sublicensed to, Parent by FTC or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No no such claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use have been made against a third party by Parent FTC or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent . FTC and its Subsidiaries have taken commercially reasonable measures precautions to protect the Parent Owned secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes of this Agreement, “Intellectual Property. ” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code or object code form (f) Parent isincluding any and all software implementation of algorithms, models and methodologies, but excluding off-the-shelf software), and since all documentation (including user manuals and training materials) related to the Lookback Date has beenforegoing (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in material compliance with all Parent Privacy Obligationsany jurisdiction of, and applications in any jurisdiction to register, the foregoing, including (i) all applicable Laws regarding the collectionany extension, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending modification or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity renewal of any potential harm, the context {JX489484.11} PD.35183901.7 such registration or application; trade secrets and know-how; copyrights and registrations or applications for registration of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiariescopyrights in any jurisdiction, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by renewals or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoingextensions thereof. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Except as would not have a Parent Material Adverse Effect, Parent and its Subsidiaries (iSchedule 3.16(a) are of the sole and exclusive owners of Seller Disclosure Letter lists all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (the “Parent Registered Owned Intellectual Property”, indicating for each item the registration or application number, the filing or registration date, the record (and, if different, beneficial) owner, and hold all right, title and interest in and to all Parent the applicable filing jurisdiction. All material Registered Owned Intellectual Property free and clear of all Liens other than Permitted Liensis subsisting, and (ii) have (and will continue to have after the Closing Date) a Seller’s Knowledge, is valid and enforceable license and is not subject to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. As of the date of this Agreement, no Registered Owned Intellectual Property is subject to any pending Action or outstanding Order concerning the validity, enforceability, ownership, registration, use or scope of any such Intellectual Property. (b) No claims are pending orSeller and its Subsidiaries have (and, as of immediately prior to the Knowledge Closing, the Company will have) sufficient rights to all Intellectual Property and Technology that is Related to the Business to conduct the Business, in all material respects, as presently conducted, and the use and exploitation of Parent, threatened in writing (i) challenging all such intellectual Property following the ownership, enforceability, scope, validity or use Closing by Parent or any of the Company will be on substantially the same terms as the terms applicable to Seller and its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating prior to the Intellectual Property of any PersonContribution. (c) To Seller’s Knowledge, the Knowledge conduct of Parentthe Business does not infringe, dilute, misappropriate or otherwise violate the Intellectual Property of any third party, and has not infringed, diluted, misappropriated or otherwise violated the Intellectual Property of any third party during the three (3) year period immediately preceding the date of this Agreement. There is no Action pending or, to the Seller’s Knowledge, threatened alleging that the conduct of the Business is infringing, diluting, misappropriating or otherwise violating, or has infringed, diluted, misappropriated or otherwise violated any Person’s Intellectual Property rights. To Seller’s Knowledge, no Person is infringing, misappropriatingdiluting, diluting misappropriating or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent rights owned by Seller and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and Related to the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a wholeBusiness. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent Seller and its Subsidiaries have taken commercially reasonable measures to protect the Parent Owned confidentiality of the Trade Secrets that are Related to the Business, and, to Seller’s Knowledge, there has been no unauthorized access, use or disclosure of such Trade Secrets. All former and current officers, directors, employees, consultants, agents, and independent contractors of the Seller and its Subsidiaries who have contributed to or participated in the conception and development of Intellectual PropertyProperty Related to the Business have entered into valid and binding proprietary rights agreements with the relevant Seller or Subsidiary vesting ownership of such Intellectual Property in such Seller or Subsidiary, except where such ownership is vested by operation of law. (i) The IT Assets that are Related to the Business operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required for the operations of the Business and have not materially malfunctioned or failed within the past five (5) years; (ii) no Person has gained unauthorized access to such IT Assets, and there has been no other security breach or other similar event affecting any such IT Assets which has resulted in the unauthorized access, use, disclosure, modification, encryption, loss or destruction of any Company Data or any other material information or data stored or contained therein; and (iii) Seller and its Subsidiaries have implemented commercially reasonable measures to protect the confidentiality, integrity and security of such IT Assets, as well as reasonable data backup, system redundancy, and disaster avoidance and recovery technology and procedures, consistent with industry practices. (f) Parent isIn the collection and Processing of any Personal Data Related to the Business, Seller and its Subsidiaries are, and since the Lookback Date has beento Seller’s Knowledge, its and their Personal Data Processors and Personal Data Suppliers are, in material compliance with all Parent Privacy Obligationsand since January 1, including (i) 2016 have complied with, all applicable Laws regarding Privacy Commitments in all material respects. Without limiting the collectionforegoing, Seller and its Subsidiaries have, and to Seller’s Knowledge, its and their Personal Data Suppliers have, collected all Personal Data Related to the Business lawfully including acquiring all necessary consents from data subjects and otherwise have all requisite legal authority to Process, use and protection of Sensitive Information, (ii) hold such Personal Data in the Company’s privacy policy and (iii) manner it is Processed by such Persons without breaching any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy ObligationsCommitments in any material respect. Seller and its Subsidiaries have adopted and maintain appropriate technical and organizational security measures designed to prevent the unlawful Processing of Personal Data and unauthorized access, accidental loss or destruction of or damage to Personal Data in its, or its Subsidiaries’ possession or control, which measures are in compliance in all material respects with the Privacy Commitments. (g) Since To the Lookback Date, (i) none of Parent extent that Seller or its Subsidiaries has experienced a material Sensitive Information Breach; Process any financial account numbers (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrativesuch as credit cards, technicalbank accounts, organizational and physical safeguardsPayPal accounts, including the implementation of commercially reasonable debit cards), passwords, CCV data, or other related data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability in connection with their operation of the IT Assets and Sensitive Information from unauthorized processingBusiness, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity each of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent Seller and its Subsidiaries has implemented information security procedures, processes and maintained systems that have at all times met all applicable Laws related to the same Processing of cardholder data, including those established by applicable Governmental Entities, and the Payment Card Industry Standards Council (iii) Parent has not received any written claims, notices or complaints with respect to any of including the foregoingPayment Card Industry Data Security Standard). (h) None To the extent Related to the Business, Seller and its Subsidiaries present, and since January 1, 2016 have presented, a Privacy Policy which complies with Privacy Laws to Data Subjects prior to the collection of the IT Assetsany Personal Data, include any malicious codeand no such Privacy Policy is or has been inaccurate, program materially misleading or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Informationmaterially deceptive. (i) Except as would Seller and its Subsidiaries have not transferred or permitted the transfer of Personal Data Related to the Business originating in the European Economic Area or the United Kingdom outside the European Economic Area or the United Kingdom, except where such transfers have complied with the requirements of Privacy Laws and the Company Privacy Policies. (j) In the operation of the Business, Seller and its Subsidiaries do not sell, rent or otherwise make available to any Person any Personal Data, except in a Parent Material Adverse Effect, manner that complies in all material respects with the applicable Privacy Commitments. The execution, delivery and performance of this Agreement and the consummation transactions contemplated herein comply, and will comply, in all material respects, with all Privacy Commitments of the Seller and its Subsidiaries. Immediately following the Transactions, the Company will be permitted to Process, collect, store, use and disclose Personal Data held by the Company to the same extent the Seller and its Subsidiaries would have been able to do so had the Transactions do not violate occurred. (k) Since January 1, 2016, neither Seller nor any Parent of its Subsidiaries has received any written (i) notice Related to the Business that Seller or any of its Subsidiaries is or has been in breach of any Privacy Obligations as Commitment, or (ii) request, complaint or objection to any collection or use of Personal Data Related to the date hereof Business from any data protection authority or third party (including data subjects) that remains unresolved. (l) Since January 1, 2016, neither Seller nor any of its Subsidiaries has experienced any unauthorized access to, deletion or other misuse of, any Personal Data Related to the Business in its possession or control (a “Security Incident”) or made or been required to make any disclosure, notification or take any other action under any applicable Privacy Laws in connection with any Security Incident. Since January 1, 2016, Seller and its Subsidiaries have made all notifications to customers or individuals required to be made by Seller or its Subsidiaries under any applicable Privacy Laws arising out of or relating to Sensitive Information as it exists as any event of unauthorized access to or disclosure or acquisition of any Personal Data Related to the date hereofBusiness by any Person of which the Company or its Subsidiaries have knowledge. (m) No Action before any court, administrative body or other Governmental Entity (whether of a criminal, civil or administrative nature) has been filed or commenced against Seller or its Subsidiaries nor threatened against Seller or its Subsidiaries in writing, alleging any failure to comply with any Privacy Laws Related to the Business. To Seller’s Knowledge, since January 1, 2016, no action has been filed, commenced or threatened against any Personal Data Supplier or Personal Data Processor with respect to any Personal Data Processed for Seller or its Subsidiaries Related to the Business.

Intellectual Property; Data Privacy. a. Section 4.17(a) of the FSA Disclosure Schedules sets forth a true, complete and correct list of all applications and registrations of Intellectual Property owned by FSA (a) Except as would not have a Parent Material Adverse Effect, Parent and its Subsidiaries (i) are “FSA’s Registered IP”). FSA is the sole and exclusive owners owner of all of FSA’s Registered IP. All required filings and fees related to FSA’s Registered IP have been timely filed and paid, and all FSA’s Registered IP is otherwise in good standing. b. Section 4.17(b) of FSAs’ Disclosure Schedules sets forth a true, complete, and correct list of all Intellectual Property owned which FSA uses or purported to be owned by Parent or any of its Subsidiaries holds for use, which is not FSA’s Registered IP (the “Parent Owned FSA’s IP”). FSA’s Registered IP and FSA’s IP together (“FSA Intellectual Property”) and hold constitutes all right, title and interest in and to all Parent Owned of the Intellectual Property free needed, used or held for use by FSA to operate its business as presently conducted. FSA is the sole and clear exclusive owner of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) or has a valid and enforceable license or other right to use the FSA Intellectual Property, as a case maybe, free and clear of any Liens and, to the Knowledge of FSA, any infringing or diluting uses thereof by third parties. c. All of the FSA Intellectual Property is valid and enforceable, and all registrations of FSA Intellectual Property are subsisting and in full force and effect and have not been cancelled. FSA has taken all reasonable and necessary steps to maintain and enforce the FSA Intellectual Property. FSA has neither abandoned nor granted any license, permit or other consent or authorization to any third party to use any of the FSA Intellectual Property. None of the FSA Intellectual Property is subject to any outstanding order, decree, judgment, stipulation, injunction or restriction or agreement restricting the scope or use thereof. To the Knowledge of FSA, none of the FSA Intellectual Property, the conduct of the Company’s business as currently and formerly conducted and as proposed to be conducted, or the products and services of the FSA, in each case, has infringed, misappropriated, or otherwise violated and will infringe, misappropriate, or otherwise violate the Intellectual Property or other rights of any kind of any third party. There are, and have been formerly, no threats, claims, suits, actions or other proceedings (including any oppositions, interferences, reviews, or re- examinations) settled or pending or, to the Knowledge of the FSA, threatened in writing that allege any such infringement, misappropriation or violation or challenging the validity, enforceability, registrability, or ownership of any FSA Intellectual Property. d. To FSA’s Knowledge, no Person has infringed, misappropriated, or otherwise violated any of FSA’s Intellectual Property. e. FSA has taken commercially reasonable steps to maintain and protect, and to provide for the continuity, integrity, and security of, trade secrets and other confidential information of or held by FSA, including requiring all Persons having access thereto to execute written non-disclosure or work-for-hire agreements. FSA has used commercially reasonable efforts to enter into written agreements with current and former employees, and with current and former independent contractors, who are or were involved in or have contributed to the invention, creation, or development of any FSA Intellectual Property during the course of employment or engagement with the FSA, whereby the employee or independent contractor (1) acknowledges FSA’s exclusive ownership of all Intellectual Property licensed or sublicensed toinvented, created, or purported developed by such employee or independent contractor within the scope of his or her employment or engagement with FSA; (2) grants to the FSA a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property, to the extent such Intellectual Property does not constitute a “work made for hire” under applicable Law; and (3) irrevocably waives any right or interest, including any moral rights, regarding any such Intellectual Property, to the extent permitted by applicable Law. f. The computer programs, software and code, whether in source code, object code, or executable code format, including systems software, application software (including mobile apps), firmware, middleware, programming tools, scripts, routines, interfaces, input and output formats, libraries, data, data models and databases, and all related specifications and documentation, including developer notes, comments and annotations, operating instructions, user manuals, training materials and tangible media relating to any of the foregoing (“Software”), information technology and computer systems (including the computers, computer software, databases, firmware, middleware, servers, workstations, routers, hubs, switches, interfaces, data communications lines, websites, applications and all other information technology equipment and software, and all associated documentation) of FSA (collectively, “FSA Business Systems”) are reasonably sufficient for the immediate and anticipated needs of the business and operations of FSA. FSA Business Systems are in sufficiently good working condition to perform all information technology operations and include sufficient licensed capacity for all software, in each case as necessary for the conduct of the business and operations of FSA as currently conducted and as currently contemplated to be licensed conducted. FSA maintains commercially reasonable back-up and data recovery, disaster recovery and business continuity plans, procedures and facilities, acts in compliance therewith, and tests such plans and procedures on a regular basis, and such plans and procedures have been proven effective in all material respects upon such testing. g. To FSA’s Knowledge, FSA’s data, privacy and security practices comply, and at all times have complied, in all material respects, with all applicable Laws relating to the processing of personal data, data privacy, data or sublicensed tocyber security, Parent or any of its Subsidiariesbreach notification, or otherwise used or held data localization, including the Federal Trade Commission Act, the California Consumer Privacy Act (CCPA), GDPR and HIPAA for use the conduct of business as currently conducted, and in connection with the consummation of the transactions contemplated by this Agreement. h. To FSA’s Knowledge, FSA has implemented and at all times has maintained reasonable and appropriate organizational, physical, administrative and technical measures consistent with the industry in which FSA operates to protect the operation, confidentiality, integrity and security of all of FSA’s confidential and other data and information in the conduct of the business of Parent the FSA (“FSA Business Data”) and the FSA Business Systems, against misuse. To FSA’s Knowledge, FSA Business Systems are free from material bugs and other defects and do not contain any “virus,” “worm,” “spyware” or its Subsidiaries other malicious software. i. FSA has obligated all third party service providers, outsourcers, and processors of confidential information on their behalf, if any, and all third parties managing FSA Business Systems on their behalf, if any, to appropriate contractual terms relating to the processing of FSA Business Data (as currently conductedapplicable and as required by Data Protection and Security Requirements) and information security and have taken reasonable measures to ensure that such third parties have complied with their contractual obligations. Without limiting the generality of the foregoing, free FSA has entered into business associate agreements with vendors and clear customers in all situations where required by applicable Law. j. FSA has not received any notice of any Liens claims, investigations, for alleged violations of Data Protection and Security Requirements with respect to personal data subject to processing by, or under the control of, FSA, and, to the Knowledge of the FSA, there are no facts or circumstances that are likely to form the basis for any such claims, investigations or allegations. k. FSA has obtained the right to use all Software (i) used in its business, other than Permitted Liensoff-the-shelf Software (“Licensed Software”) and (ii) developed by FSA and that is used in the business of the FSA (“FSA Owned Software”). FSA is in compliance with all material provisions of any Contract pursuant to which the FSA has the right to use the Licensed Software. l. Section 4.17(l) of the Disclosure Schedule identifies all Open Source Technology, if any, that is or has been used by the FSA in the development of or incorporated into, combined with, linked with, distributed with, provided to any Person as a service, provided via a network as a service or application, or otherwise made available with, any FSA Owned Software. FSA has not used any Open Source Technology in a manner that requires, or would reasonably be expected to require, the (bi) No claims are pending disclosure or distribution of any FSA Owned Software in source code form, (ii) license or other provision of any FSA Owned Software on a royalty-free basis, or (iii) grant of any license, non-assertion covenant or other rights or immunities under any FSA Owned Software or rights to modify, make derivative works based on, decompile, disassemble or reverse engineer any FSA Owned Software, including any “copyleft” license. FSA has complied, in all material respects, with all notice, attribution and other requirements of each applicable Open Source Technology license. m. To FSA’s Knowledge, no FSA Owned Software (or, to the Knowledge of Parentthe FSA, threatened other software) used in writing (i) challenging the ownership, enforceability, scope, validity business or use by Parent operations of the FSA or any of its Subsidiaries provision of any Parent Owned Intellectual Property FSA product or (ii) alleging that Parent or service contains any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “time bomb,” “Trojan horse,” computer “back door,” “worm,” virus, computer time bomb malware, spyware, or similar componentother device or code (“Malicious Code”) that is designed would reasonably be expected to impair the normal and authorized operation of any computer system, network or device or damage, destroy, disable, erase, impede destroy or prevent the operation of, allow unauthorized access to or otherwise alter or harm use of any such IT Assets or present a material risk of disclosure of Sensitive Informationdata without consent. n. FSA is in actual possession of and has exclusive control over all source code for all FSA Owned Software. FSA possesses all source code and other documentation and materials necessary or useful to compile, maintain and operate all FSA Owned Software. FSA has not disclosed, delivered, licensed or otherwise made available, and do not have a duty or obligation (whether present, contingent or otherwise) to disclose, deliver, license or otherwise make available, any source code for any FSA Owned Software to any Person, other than in the performance of services for the FSA. To FSA’s Knowledge, FSA is in compliance in all material respects with all applicable Laws pertaining to (i) Except as would data security, cybersecurity, privacy, and (ii) the collection, storage, use, access, disclosure, processing, security, and transfer of personal data, to the extent that it is subject to same. FSA does not have a Parent Material Adverse Effectany premises, employees or tangible assets, and does not conduct any business activities, in any country other than the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.U.S.

Intellectual Property; Data Privacy. (a) Except Either BCHI or a BCHI Subsidiary owns, and has all right, title, and interest in, duly licenses, or otherwise possesses all rights necessary to use, all Intellectual Property used in their respective businesses as would not currently conducted (collectively, the “BCHI Intellectual Property”). (b) Section 4.13(b)(i) of the BCHI Disclosure Letter sets forth all BCHI Registered Intellectual Property. All required filings and fees related to such BCHI Registered Intellectual Property have a Parent Material Adverse Effect, Parent been timely filed with and its Subsidiaries (ipaid to the relevant Governmental Entities and authorized registrars. Section 4.13(b)(ii) are of the sole and exclusive owners of BCHI Disclosure Letter sets forth all Intellectual Property owned or purported to be owned by Parent BCHI or any BCHI Subsidiary that is not BCHI Registered Intellectual Property and which is material to the businesses of its BCHI and BCHI Subsidiaries as currently conducted (collectively, together with the BCHI Registered Intellectual Property, the “Parent BCHI Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens). (bc) No claims There are no pending or, to the Knowledge knowledge of ParentBCHI, threatened claims in writing (i) challenging the ownership, enforceability, scope, validity by any Person alleging infringement or use misappropriation by Parent BCHI or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation BCHI Subsidiary arising from their use of the business BCHI Intellectual Property, and to the knowledge of Parent BCHI, the conduct of the businesses of BCHI and its BCHI Subsidiaries as currently conducted does and their products or services do not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the violate any Intellectual Property rights of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented Neither BCHI nor any BCHI Subsidiary has made any claim during the past three years of any misappropriation or otherwise developed Intellectual Property for or on behalf of Parent or infringement by any third party of its Subsidiaries have executed Contracts protecting rights to or in connection with the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or use of any of its Subsidiaries all rights to, such BCHI Intellectual Property Property; and (ii) to the knowledge of BCHI, no current Person is infringing or former employee, contractor or consultant of Parent or misappropriating any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned BCHI Intellectual Property. (e) Parent BCHI and its the BCHI Subsidiaries have taken reasonable measures to protect the Parent confidentiality of their material Trade Secrets including requiring employees, contractors or other Persons having access thereto to execute written nondisclosure agreements. To the knowledge of BCHI, none of the material Trade Secrets of BCHI and the BCHI Subsidiaries have been disclosed or authorized to be disclosed by BCHI or the BCHI Subsidiaries to any third party other than pursuant to a valid and enforceable nondisclosure agreement. To the knowledge of BCHI, no third party to any nondisclosure agreement with BCHI or any BCHI Subsidiary is in material breach, violation or default. (f) Each Person who contributed, developed or conceived any BCHI Owned Intellectual Property has done so pursuant to a valid and enforceable written agreement that (i) protects the confidential information disclosed by BCHI and its Subsidiaries and (ii) grants BCHI and its Subsidiaries exclusive ownership of the Person’s contribution, development or conception and waives any non-assignable interests in such contribution, development or conception, such as moral rights. (g) During the three (3) years prior to the date hereof, to the knowledge of BCHI, there has been no act or omission in respect of the use or enforcement of the BCHI Owned Intellectual Property that would reasonably be expected to result in the abandonment, cancellation or unenforceability of any such Intellectual Property. (fh) Parent isBCHI and the BCHI Subsidiaries, and since to the Lookback Date has beenknowledge of BCHI all of its and their providers of information technology services, in material compliance with all Parent Privacy Obligations, including have (i) complied in all material respects with their respective published privacy policies and internal privacy policies and guidelines and all applicable Laws regarding the collectionrelating to privacy, use data protection, user data or Personal Data, including Personal Data of customers, employees, contractors and protection of Sensitive Information, third parties who have provided information to BCHI or any BCHI Subsidiary; and (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least maintained, in all material respects, a comprehensive security plan that includes industry standard administrative, technical, organizational technical and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed safeguards to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected Personal Data is protected against loss, damage, unauthorized access, unauthorized use, unauthorized modification, or other misuse. There has been no material loss, damage, unauthorized access, unauthorized use, unauthorized modification, or other breach of security of Personal Data maintained by or on behalf of Parent BCHI and its Subsidiaries the BCHI Subsidiaries. Within the past three (3) years, no Person has implemented and maintained the same and (iii) Parent has not received made any written claims, notices material claim or complaints commenced any Action with respect to, and BCHI and the BCHI Subsidiaries have not, to the knowledge of BCHI, experienced any incident relating to, any actual or suspected loss, damage, unauthorized access, unauthorized use, unauthorized modification, or breach of security of Personal Data maintained or processed by or on behalf of BCHI and the BCHI Subsidiaries. Except for disclosures of information permitted or required by privacy Laws or authorized by the provider of Personal Data, to the knowledge of BCHI, neither BCHI nor any of the foregoing. (h) None of the IT AssetsBCHI Subsidiaries has shared, include any malicious codesold, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to rented or otherwise alter made available, and does not share, sell, rent or harm otherwise make available, to third parties any such IT Assets or present a material risk of disclosure of Sensitive InformationPersonal Data. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement BCHI and the consummation BCHI Subsidiaries have implemented business continuity and disaster recovery plans and have arranged for back-up data processing services adequate to meet their data processing needs in the event that the computer systems, networks, hardware, software, databases, websites, and equipment of BCHI or the Transactions do BCHI Subsidiaries or any of their material components is rendered temporarily or permanently inoperative as a result of a natural or other disaster. The computer systems, networks, hardware, software, databases, websites, and equipment of BCHI or the BCHI Subsidiaries have not violate suffered any Parent Privacy Obligations as failures, errors or breakdowns within the past three (3) years that have caused any material disruption or interruption in the business of BCHI and the date hereof relating to Sensitive Information as it exists as of the date hereofBCHI Subsidiaries.

Intellectual Property; Data Privacy. (a) Except as would not have a Parent Material Adverse Effect: (a) All registrations and applications included in the Owned Intellectual Property as of the date hereof are set forth on Schedule 3.11(a) (collectively, Parent the “Registered Intellectual Property”), specifying as to each such item, as applicable, the (i) owner (and, with respect to any and all domain name registrations, the applicable registrar), (ii) jurisdiction to which the application or registration applies, (iii) application or registration number and (iv) application or registration date. None of the Registered Intellectual Property has been adjudged invalid or unenforceable in whole or in part and, to the knowledge of the Partnership, all Registered Intellectual Property is otherwise valid, subsisting and enforceable. The Partnership and its Subsidiaries have paid all registration, maintenance and renewal fees and have made all filings required to maintain their respective ownership of, and the validity and enforceability of, the Registered Intellectual Property. (ib) are the sole The Partnership and exclusive owners of all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (solely and exclusively own the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property each case, free and clear of all Liens other than except Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct . The consummation of the business of Parent Transactions will not alter, encumber, impair or its Subsidiaries as currently conducted, free and clear of extinguish any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any PersonProperty. (c) To During the Knowledge Lookback Period, (i) neither the Partnership nor any of Parentits Subsidiaries has infringed, no Person misappropriated or otherwise violated, or is infringing, misappropriating, diluting misappropriating or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violatedviolating, the Intellectual Property of any other Person, except(ii) to the knowledge of the Partnership, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, the Owned Intellectual Property, (iii) there have been no Actions pending or, to the knowledge of the Partnership, threatened in each casewriting against the Partnership or any of its Subsidiaries (A) challenging or seeking to deny or restrict, as would not be material to Parent and the rights of the Partnership or any of its SubsidiariesSubsidiaries in any of the Owned Intellectual Property, taken as a wholeor (B) alleging that the use any Intellectual Property or any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Partnership or any of its Subsidiaries do or may conflict with, infringe, misappropriate or otherwise violate any Intellectual Property of any third party, or (iv) alleging that the Partnership or any of its Subsidiaries have infringed, misappropriated or otherwise violated any Intellectual Property of any third party. (d) Except as would not The Partnership and its Subsidiaries have a Parent Material Adverse Effecttaken commercially reasonable actions to maintain the confidentiality of its material trade secrets. None of such trade secrets have been disclosed other than to employees, contractors, consultants, representatives and agents of the Partnership or any of its Subsidiaries under written confidentiality agreements or similar circumstances of confidentiality. (ie) all During the Lookback Period, the Partnership and its Subsidiaries have entered into binding, written agreements with the current and former employees, employees and independent contractors of the Partnership and consultants its Subsidiaries who have created, invented or otherwise developed any material Intellectual Property for or on behalf of Parent the Partnership or any of its Subsidiaries have executed Contracts protecting Subsidiaries, the confidentiality ofownership of which does not initially vest with such Persons by operation of law, whereby such employees and irrevocably assigning independent contractors (i) presently assign to the Partnership or otherwise transferring to Parent or any of its Subsidiaries any ownership interest and right they may have in all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of acknowledge the Parent Owned Intellectual Property. (e) Parent Partnership’s and its Subsidiaries have taken reasonable measures to protect the Parent Owned Subsidiaries’ ownership of all such Intellectual Property. (f) Parent is, and since No software included in the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including Owned Intellectual Property or otherwise distributed or made available by the Partnership or any of its Subsidiaries to any third party (i) all applicable Laws regarding the collectioncontains any worm, use and protection bomb, backdoor, clock, timer, or other disabling device code, design or routine which can cause software to be erased, inoperable, or otherwise incapable of Sensitive Informationbeing used, either automatically or upon command, (ii) contains, is derived from, or links to “open source” software or other software code that is licensed under any terms or conditions that require that any software be (A) made available or distributed in source code form, (B) licensed for the Company’s privacy policy and purpose of making derivative works, (C) licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind, or (D) redistributable at no charge, or (iii) is subject to any contractual provisions governing Sensitive Information. No Actions are pending agreement under which any third party has any current or threatened against contingent right to access or possess any source code owned by the Parent relating Partnership or any of its Subsidiaries (except for employees and Service Providers to the collection extent necessary to provide services to the Partnership or use any of Sensitive Information or alleging any violation of the Parent Privacy Obligationsits Subsidiaries who are subject to reasonable confidentiality obligations) and no such source code has been released. (g) Since No facilities or resources (including funds) of a university, college, other educational institution, research center or Governmental Entity have been used in the Lookback Datedevelopment of any Owned Intellectual Property, to the extent that the foregoing would require the Partnership or any of its Subsidiaries to grant ownership of, or a license to, such Intellectual Property to any such Persons. No Governmental Entity has, by Contract or otherwise, any government purpose, march-in rights or ownership interest in or to any Owned Intellectual Property, and neither the Partnership nor any of its Subsidiaries (i) none of Parent is under any obligation, by Contract or its Subsidiaries has experienced a material Sensitive Information Breach; otherwise, to (A) exclusively license, (B) transfer, (C) forfeit or (D) otherwise grant any rights to any Owned Intellectual Property to any Governmental Entity or Governmental Entity designee and (ii) Parent have been notified in writing of any such obligation. (h) The IT Assets are in good working condition and operate and perform in accordance with their documentation and functional specifications and otherwise in a manner that permits the Partnership and its Subsidiaries to conduct their respective businesses. During the Lookback Period, the Partnership and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of taken commercially reasonable data backupactions to maintain the confidentiality, operation, continuity, disaster avoidance recovery, security and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the its material IT Assets and Sensitive Information from unauthorized processingall data, disclosureincluding Personal Data, use, access Processed by or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity on behalf of the data and Personal Information processed by Parent Partnership and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that protect the foregoing against any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected unauthorized, access, interruption, modification or corruption. During the Lookback Period, there has been no unauthorized access, or other compromise, malfunction, or security breach of any of the IT Assets or any data, including Personal Data, Processed by or on behalf of Parent the Partnership and its Subsidiaries, except for those that have been resolved without material cost, liability or the duty to notify any Person. During the Lookback Period, the Partnership and each of its Subsidiaries has implemented have periodically monitored and maintained the same assessed security risks and (iii) Parent has not received any written claimstimely remediated all material threats, notices deficiencies, weaknesses and vulnerabilities identified by such monitoring and assessments, and there are no outstanding material threats, deficiencies, weaknesses or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Informationvulnerabilities. (i) Except as would not The Partnership and each of its Subsidiaries have a Parent Material Adverse Effectimplemented, and, during the executionLookback Period have been in compliance with, delivery commercially reasonable policies and performance procedures, consistent with current industry standards, with respect to the use of this Agreement and the consummation AI Systems by or on behalf of the Transactions do not violate Partnership or any Parent Privacy Obligations as of its Subsidiaries. The Partnership and its Subsidiaries are in compliance with all Applicable Data Protection Requirements and applicable Laws (including any AI Act) and binding material Contracts and industry standard policies, protocols and procedures, including those relating to the ethical or responsible use of AI Systems, including such policies, protocols and procedures for identifying and mitigating bias in training data or in the algorithmic models used in any AI Systems. During the Lookback Period, no Action (or, to the knowledge of the date hereof relating to Sensitive Information as it exists as Partnership, investigation) has been pending or threatened in writing alleging any non-compliance with any Applicable Data Protection Requirements or such applicable Laws (including any AI Act) by the Partnership or any of its Subsidiaries. The Partnership and its Subsidiaries have not included in any prompts or inputs into any public AI Systems, or used for the date hereoftraining of any public AI Systems, any trade secrets or other confidential information of any Person that is owned or held by the Partnership or any its Subsidiaries. The Partnership and any its Subsidiaries have not used any AI Systems in connection with the development of any Owned Intellectual Property, in a manner that would impair the ownership thereof by the Partnership or any of its Subsidiaries.

Intellectual Property; Data Privacy. (a) Section 4.20 of the Seller Disclosure Schedule contains a complete and accurate list of all of Seller and each Subsidiary’s material U.S. and foreign (i) trademark or service ▇▇▇▇ registrations and applications, (ii) copyright registrations and applications, and (iii) Internet domain names. Neither Seller nor any of the Subsidiaries owns any patents or patent applications. Except as would not have reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse EffectEffect on Seller, Parent Seller and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned own or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any all Seller Intellectual Property, free and clear of all Liens and royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The Seller Intellectual Property constitutes all of the Intellectual Property reasonably necessary to carry on the business of Seller and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller, the Seller Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither Seller nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of the Seller Intellectual Property. To the knowledge of Seller, neither the Seller Intellectual Property nor the conduct of the business of Seller and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller, and Seller has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of Seller, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or sublicensed to, or purported to be licensed or sublicensed to, Parent by Seller or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No no such claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use have been made against a third party by Parent Seller or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent . Seller and its Subsidiaries have taken commercially reasonable measures precautions to protect the Parent Owned secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes of this Agreement, “Intellectual Property. ” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code or object code form (f) Parent isincluding any and all software implementation of algorithms, models and methodologies), and since all documentation (including user manuals and training materials) related to the Lookback Date has beenforegoing, but excluding off-the-shelf software (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use any jurisdiction; trade secrets and protection know-how; copyrights and registrations or applications for registration of Sensitive Information, (ii) the Company’s privacy policy and (iii) copyrights in any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiariesjurisdiction, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by renewals or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoingextensions thereof. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (ai) Strongbridge has made available to Xeris a true and complete list, as of the date of this Agreement, of all Registered Intellectual Property that is Strongbridge Intellectual Property (the “Strongbridge Registered IP”). Except as would has not have had, individually or in the aggregate, a Parent Strongbridge Material Adverse Effect, Parent and its Subsidiaries (i) are the sole each item of Strongbridge Registered IP is legally, beneficially and exclusive owners of all Intellectual Property owned or purported to be solely owned by Parent Strongbridge or any one of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all rightSubsidiaries, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens (other than Permitted Liens), (ii) no Strongbridge Registered IP has lapsed, expired, or been abandoned (including as a result of failure to pay the necessary renewal or maintenance fees) prior to the end of the applicable term of such Registered Intellectual Property, except where Strongbridge has made a reasonable business decision to not maintain or renew such Registered Intellectual Property, (iii) none of the Strongbridge Registered IP that has issued or become registered has subsequently been adjudged invalid or unenforceable, and (iv) all Strongbridge Registered IP is subsisting, and if registered to the knowledge of Strongbridge, not invalid or unenforceable. There is no interference, nullification, reissue, reexamination, derivation, opposition, cancellation or similar proceeding pending or, to the knowledge of Strongbridge, threatened against Strongbridge or any of its Subsidiaries challenging or contesting the ownership, validity, scope or enforceability of any Strongbridge Registered IP (other than ordinary course proceedings with patent, trademark and copyright offices related to the application for, or renewal of, any item of Strongbridge Registered IP). (ii) Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, the Strongbridge Intellectual Property and the Strongbridge Licensed Intellectual Property constitute all of the material Intellectual Property Rights necessary to develop, manufacture or sell each material Strongbridge Product as currently researched, tested, developed, commercialized, manufactured, sold or distributed by Strongbridge and its Subsidiaries as of the date of this Agreement; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (iii) None of the material Strongbridge Intellectual Property is subject to any order, claim, action, proceeding, suit or, to the knowledge of Strongbridge, investigation of any Governmental Entity pending or, to the knowledge of Strongbridge, threatened against Strongbridge or any of its Subsidiaries materially and adversely affecting the use thereof or rights thereto by or of Strongbridge or any of its Subsidiaries. Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect and to the knowledge of Strongbridge, (i) the operation of the business of Strongbridge or any of its Subsidiaries as of the date hereof does not infringe, misappropriate or otherwise violate and since January 1, 2018, has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party and (ii) to the knowledge of Strongbridge, as of the date of this Agreement no Third Party has infringed, misappropriated or otherwise violated any material Strongbridge Intellectual Property or any Intellectual Property Rights exclusively licensed to Strongbridge or any of its Subsidiaries that is material to the development, manufacture or sale of a Strongbridge Product. (iv) Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, Strongbridge and its Subsidiaries at all times have taken commercially reasonable steps to protect and maintain any material Trade Secrets included in the Strongbridge Intellectual Property (except for any Strongbridge Intellectual Property whose value would not reasonably be expected to be impaired in a material respect by disclosure), and will continue to the knowledge of Strongbridge, there have after been no material unauthorized uses or disclosures of any such Trade Secrets. (v) Except as has not had, individually or in the Closing Dateaggregate, a Strongbridge Material Adverse Effect, to the knowledge of Strongbridge, (A) a valid Strongbridge and enforceable license to use its Subsidiaries have complied with any and all obligations to the extent applicable pursuant to the ▇▇▇▇-▇▇▇▇ Act, 35 U.S.C. §200—212, with respect to any Patents included in Strongbridge Registered IP (“Strongbridge Patents”) that cover or are practiced by a Strongbridge Product, and (B) no funding, facilities or personnel of any Governmental Entity or any university, college, research institute or other educational institution has been used to invent, create or develop any inventions that are the subject of any Strongbridge Patents and that cover or are practiced by a Strongbridge Product, except for any such funding or use of facilities or personnel that has not resulted in, by such Governmental Entity or institution any ownership interest in or material claim against such Strongbridge Patents as practiced by a Strongbridge Product. (vi) Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, Strongbridge and its Subsidiaries have obtained from all current or former employees, officers, consultants and contractors who have created or developed material Intellectual Property licensed Rights for or sublicensed to, or purported to be licensed or sublicensed to, Parent on behalf of Strongbridge or any of its Subsidiaries, valid assignments of such parties’ rights in such Intellectual Property Rights to Strongbridge or otherwise used one of its Subsidiaries, to the extent permitted by Applicable Law, or held for use in the conduct of the business of Parent or Strongbridge and its Subsidiaries as currently conducted, free and clear otherwise own such Intellectual Property Rights by operation of any Liens other than Permitted Lienslaw. (bvii) No claims All collection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other processing by or on behalf of Strongbridge and any of its Subsidiaries of Personal Data are pending orand have been in compliance with all applicable Privacy Legal Requirements and Privacy Commitments. Since January 1, to the Knowledge 2018, neither Strongbridge nor any of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use its Subsidiaries have received any written notice alleging any material violation by Parent Strongbridge or any of its Subsidiaries of any Parent Owned Intellectual Property applicable Privacy Legal Requirement or (ii) alleging that Parent Privacy Commitment, nor, to the knowledge of Strongbridge, has Strongbridge or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of been threatened in writing to be charged with any Person. (c) such violation by any Governmental Entity. To the Knowledge knowledge of ParentStrongbridge, no Person is infringing, misappropriating, diluting or otherwise violating neither Strongbridge nor any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringehave, misappropriatesince January 1, dilute 2018, been or otherwise violateare currently: (a) under audit or investigation by any Governmental Entity, and the operation of the business of Parent and its Subsidiaries has not infringedor (b) subject to any Third Party claim, misappropriateddemand, diluted audit or otherwise violated, the Intellectual Property of any other Person, exceptaction, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent alleging any violation by Strongbridge or any of its Subsidiaries of any applicable Privacy Legal Requirement or Privacy Commitment. Neither Strongbridge nor any of its Subsidiaries have executed Contracts protecting received any material written complaint by any Person with respect to the confidentiality ofcollection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other processing of Personal Data by Strongbridge or any of its Subsidiaries. (viii) Strongbridge and irrevocably assigning its Subsidiaries have in place policies and procedures for the proper collection, processing, transfer, disclosure, sharing, storing, security and use of Personal Data by Strongbridge and its Subsidiaries that comply with applicable Privacy Legal Requirements. (ix) Since January 1, 2018, Strongbridge and its Subsidiaries have not experienced any security breaches or otherwise transferring incidents, unauthorized use, access or disclosure related to Parent Personal Data in the custody or control of Strongbridge and its Subsidiaries or, to the knowledge of Strongbridge, any service provider acting on behalf of Strongbridge and its Subsidiaries. Since January 1, 2018, no circumstance has arisen in which the applicable Privacy Legal Requirements would require Strongbridge or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current to notify a Person or former employee, contractor Governmental Entity of a data security breach or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Propertysecurity incident. (ex) Parent Strongbridge and its Subsidiaries at all times have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard appropriate written policies and procedures with respect to technical, organizational, administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, safeguards designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets Trade Secrets, Personal Data and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity information technology systems of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent Strongbridge and its Subsidiaries. Since January 1, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries 2018, there have granted access to Sensitive Information collected by or on behalf been no security breaches in the information technology systems of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to Strongbridge nor any of its Subsidiaries. Since January 1, 2018, there have been no material disruptions in any such information technology systems, that adversely affected the foregoing. (h) None operations of the IT Assets, include business of Strongbridge or any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Informationits Subsidiaries. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Except Section 3.4(a) of the Seller Disclosure Schedule sets forth a true and complete in all material respects list of all Registered IP and material unregistered trademarks included in the Purchased Intellectual Property, including for each such item of Registered IP, the Person that owns such Registered IP, the title, jurisdiction of filing, and the registration or application numbers and dates, as applicable, as well as a complete and accurate in all material respects list of all actions that must be taken within ninety (90) days after the Closing Date with respect to any such Registered IP, including the payment of any filing, examination, registration, maintenance, renewal and other fees or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Registered IP and to avoid loss or abandonment thereof, in each case in accordance with applicable Law. Each item of such Registered IP is subsisting, unexpired, and, to Seller’s Knowledge, valid and enforceable. There is no opposition or cancellation Proceeding currently pending with respect to any such Registered IP, and the Seller Group has not received any written claim challenging or contesting the ownership, validity, or enforceability of any such Registered IP (other than publicly-available ordinary-course office actions and similar administrative notices received in connection with the prosecution of an application for any item of such Registered IP). Neither Seller nor, to the Seller’s Knowledge, any of its Representatives have misrepresented, or failed to disclose, any facts or information in any application for any such Registered IP that would not constitute fraud with respect to such application or that would otherwise affect the enforceability of any such Registered IP. In connection with such Registered IP, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due as of the Closing Date have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from any Governmental Authority) and certificates have been timely filed with all relevant Governmental Authorities for the purposes of maintaining such Registered IP, in each case in accordance with applicable Law and to avoid loss or abandonment thereof. Seller has delivered to Purchaser correct and complete copies of all non-public applications for Registered IP. (b) Each item of the Purchased Intellectual Property is entirely and exclusively owned by the Seller Group, free and clear of all Encumbrances. None of the Purchased Intellectual Property is subject to an exclusive license or exclusive right granted to any Person. None of the Purchased Intellectual Property is subject to any Judgment adversely affecting the ownership or use thereof. Other than the Seller Group, no other Person has any right to bring a Parent Material Adverse EffectProceeding against a third party for past, Parent present, or future infringement of the Purchased Intellectual Property or any right to any damages recovered in any such action. (c) The Purchased Intellectual Property, together with Purchaser’s rights under the Included Contracts and its Subsidiaries (i) are the sole and exclusive owners of Technology License Agreement, constitute all Intellectual Property owned necessary for the Seller Group to operate the Business as currently conducted. (d) None of the activities or purported business presently conducted by the Business infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any Person; provided that the foregoing is to be owned by Parent Seller’s Knowledge with respect to Patents and Trademarks. The Seller Group has not received any written notice alleging that any of the Business or Products infringe, violate, dilute, or misappropriate any Intellectual Property of any third party. (e) To the Seller’s Knowledge, no other Person is infringing, violating or misappropriating any of the Purchased Intellectual Property. The Seller Group has not brought any Proceeding for infringement or misappropriation of any Purchased Intellectual Property. The Seller Group has not notified any Person (including any demand letter, unsolicited offer to license, or any cease and desist letter) or made any assertions to any Person that such Person is infringing, misappropriating, or violating any Purchased Intellectual Property. (f) The Seller Group secured from each of its Subsidiaries (employees and contractors an executed proprietary information and invention assignment agreement, substantially in the “Parent Owned Intellectual Property”) and hold Seller Group’s standard form of such agreement, which form has been made available to the Purchaser for review. Such agreements assign to the Seller Group ownership of all right, title and interest in and to all Parent Owned any Purchased Intellectual Property free arising in connection with the service performed by such employees and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent the Seller Group (whether by assignment or any operation of its Subsidiaries have executed Contracts protecting law), and, to the confidentiality ofextent permitted under applicable Law, and irrevocably assigning or otherwise transferring to Parent or any include customary waivers of its Subsidiaries all rights tonon-assignable rights, such Intellectual Property and (ii) including moral rights. To the Seller’s Knowledge, no current or former employee, consultant or independent contractor or consultant that was involved in the development of Parent any Purchased Intellectual Property is in violation of any term of any agreement, or any other agreement relating to the relationship of its Subsidiaries owns any rightsuch employee, title consultant or interest in or to any independent contractor with a member of the Parent Owned Seller Group as it relates to that employee, consultant or contractor’s services to the Business. (g) No funding, facilities or resources of any government, university, college, other educational institution, multi-national, bi-national or international organization or research center was used in the development of the Products or Purchased Intellectual Property. (eh) Parent and its Subsidiaries have No Patents that are included in the Purchased Intellectual Property are subject to any “License on Transfer” (aka “LOT”), network, or commitment pursuant to which such Patents may not be enforced once the Patents are sold or assigned to any other Person. (i) The Seller Group has taken commercially reasonable measures steps to protect and maintain any Trade Secrets included in the Parent Owned Purchased Intellectual Property, and to the Seller’s Knowledge, there are no material unauthorized uses or disclosures of any such Trade Secrets. (j) To the Seller’s Knowledge, there are no unresolved warranty claims with respect to any Product. To Seller’s Knowledge, none of the Product software, at the time made commercially available, contains any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of such Product, or data or other software of users or other harmful or malicious code. (k) The Seller Group has not disclosed, licensed, or delivered to any third party, or permitted the disclosure, license, or delivery to any escrow agent or other party of, any software source code included in any Purchased Intellectual Property or Product. No event has occurred, and no circumstance or condition exists, that will, or would reasonably be expected to, require the disclosure, license, or delivery to any third party of any such source code. Without limiting the foregoing, neither the execution nor performance of this Agreement nor the consummation of any of the transactions contemplated by this Agreement will result in a release from escrow or other delivery to a third party of any such source code. (l) The Seller Group has not used Open Source Materials in any manner that, with respect to the source code of any Product or any Purchased Intellectual Property, (i) requires its disclosure or distribution in source code form, (ii) requires the licensing thereof for the purpose of making derivative works, (iii) imposes any restriction on the consideration to be charged for the distribution thereof, or (iv) creates, or purports to create, obligations for the Seller Group with respect to Purchased Intellectual Property or the source code of any Product or grants, or purports to grant, to any third party, any rights or immunities under Purchased Intellectual Property or the source code of any Product. The Seller Group is not in material breach of any license to any Open Source Materials incorporated into, combined with, or distributed with any Products. The Seller Group has not made any Purchased Intellectual Property available as Open Source Material. (m) Seller has no material obligation to pay any royalties, license fees or other amounts or provide or pay any other material consideration to any Person by reason of ownership, use, exploitation, practice, sale or disposition of any Purchased Intellectual Property or reproducing, making, using, selling, offering for sale, distributing or importing any Product. (n) No member of the Seller Group has entered into a Contract (A) regarding joint development of any Products, (B) by which any Seller Group member grants, granted or is required to grant any ownership right or title to any Purchased Intellectual Property, or (C) under which any Seller Group member grants or receives an option or right of first refusal or right of first negotiation relating to any Purchased Intellectual Property. (fo) Parent isThe execution, delivery or performance of this Agreement or any Ancillary Agreement contemplated hereby, the consummation of the transactions contemplated by this Agreement or such Ancillary Agreements and since the Lookback Date satisfaction of any Closing condition set forth herein will not cause, to the Seller’s Knowledge (i) any member of the Seller Group to grant to any other Person any right to or with respect to any Purchased Intellectual Property, or (ii) Purchaser to be obligated to pay any royalties or other fees or consideration with respect to Intellectual Property of any Person in excess of those payable by Seller Group in the absence of this Agreement or the transactions contemplated hereby. (p) As of the Closing Date, all Purchased Intellectual Property is and will be fully transferable, alienable and licensable by the Purchaser without any material restriction and without payment of any kind to any other Person, except as required by applicable Law. (q) Except with respect to any Included Contracts, ▇▇▇▇▇▇ has beennot entered into any Contract to defend, indemnify or hold harmless any Person against any charge of infringement, misappropriation, violation or similar claims with respect to any Purchased Intellectual Property. No customer or other Person has requested that any member of the Seller Group defend or indemnify the customer or such Person from a third party claim, suit or action related to an allegation that a Product infringes, violates or misappropriate a third party’s Intellectual Property. (r) To the Seller’s Knowledge, (i) the Seller Group has been during the two (2)-year period immediately prior to the date of this Agreement in material compliance with all Parent Privacy Obligationsapplicable Data Protection Laws, including (i) all applicable Laws regarding solely with respect to the collection, use Business and protection of Sensitive Information, the Purchased Assets; (ii) the Company’s privacy policy Seller Group has not, during the two (2)-year period immediately prior to the date of this Agreement, received any written notice from any applicable Governmental Authority alleging a violation of any Data Protection Laws, solely with respect to the Business and the Purchased Assets; (iii) any contractual provisions governing Sensitive Information. No Actions are pending the Seller Group, with respect to Personal Data collected or threatened against used, solely in connection with the Parent relating to Business and the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. Purchased Assets, has taken reasonable actions (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, including implementing reasonable technical, organizational and physical or administrative safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed ) to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from Personal Data in its possession or under its control against unauthorized processing, disclosure, use, access or unlawful destructiondisclosure; and (iv) during the two (2) year period immediately prior to the date of this Agreement, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of there has been no material unauthorized use, the risks to and sensitivity access, disclosure of the data and or involving Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information Data collected by or on behalf used, solely in connection with the Business and the Purchased Assets. All transfers to Seller of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints Personal Data that is included in Purchased Assets shall be made in full compliance with respect to any of the foregoingall applicable Data Protection Laws. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (is) Except as would not have a Parent Material Adverse Effectset forth in Section 3.4(s) of the Seller Disclosure Schedules, the execution, delivery and performance of this Agreement and Seller Group has not used any AI Technology in connection with the consummation operation of the Transactions do not violate Business. No released Products incorporate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereofAI Technology.

Intellectual Property; Data Privacy. (a) Except as would not have Section 3.9(a) of the Seller Disclosure Letter sets forth a Parent Material Adverse Effect, Parent true and its Subsidiaries complete list of all (i) are patents and patent applications owned by the sole Acquired Subsidiaries, (ii) registered Trademarks and exclusive owners applications for registrations of all Trademarks owned by the Acquired Subsidiaries, (iii) registered copyrights and applications for registrations of copyrights owned by the Acquired Subsidiaries, (iv) Domain Names owned by the Acquired Subsidiaries and (v) other Intellectual Property owned or purported to be owned by Parent or any of its the Acquired Subsidiaries (collectively, the “Parent Owned Intellectual Property”). Any Intellectual Property other than Owned Intellectual Property used in the operation of the Business is used by the Acquired Subsidiaries pursuant to a valid Contract (together with the Owned Intellectual Property, the “Business Intellectual Property”). The Acquired Subsidiaries exclusively own all right, title and interest in and to each item of Owned Intellectual Property, and have a valid and enforceable right or license to use all other Business Intellectual Property used in or necessary for the operation of the Business as currently conducted, free and clear of all Liens other than Permitted Liens. Each item of Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration) is valid, subsisting, and hold enforceable. No Proceeding or Contract exists restricting the Acquired Subsidiaries’ use or enjoyment of, any right in any Owned Intellectual Property. All of the registrations, issuances and applications set forth on Section 3.9(a) of the Seller Disclosure Letter (except any Embarq Marks other than the Embarq Federal Registration) are valid, in full force and effect and have not expired or been cancelled, abandoned or otherwise terminated, and payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, have been duly made. (b) Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, the operation or conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person. Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, there are no Proceedings pending or, to the Knowledge of Sellers, threatened, alleging any such infringement or violation or challenging any Seller’s or its Subsidiaries’ (including the Acquired Subsidiaries’) rights in or to any Business Intellectual Property and, to the Knowledge of Sellers, there is no existing fact or circumstance that would reasonably be expected to give rise to any such Proceeding. To the Knowledge of Sellers, no Person is infringing or otherwise violating any Owned Intellectual Property. (c) The Business Intellectual Property is sufficient for Purchaser to operate the Business from and after the Closing Date in all material respects as operated immediately prior to the Closing Date. The consummation of the Transactions contemplated by this Agreement will not impair any right of the Purchaser in or to any Business Intellectual Property in existence immediately prior thereto. (d) The Sellers have taken commercially reasonable measures to protect the Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration). (e) Each present or past employee, officer, consultant or any other Person who created or contributed to any Owned Intellectual Property has (i) conveyed to an Acquired Subsidiary or an Affiliate of an Acquired Subsidiary any and all right, title and interest in and to all Parent such Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed that was developed by such Person in connection with such Person’s employment or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use engagement by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horseAcquired Subsidiary,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Except as would All registrations of the Parent Registered and Pending Intellectual Property are subsisting, valid and enforceable, and all applications for the Parent Registered and Pending Intellectual Property are validly applied-for, not have a in breach of any confidentiality agreements or agreements with similar terms, properly assigned, and subsisting. Parent Material Adverse Effecthas duly maintained all Parent Registered and Pending Intellectual Property in the ordinary course consistent with reasonable business practices. There are no Proceedings pending or, to the knowledge of Parent, threatened, that challenge the legality, validity, enforceability, registration, use or ownership of any Parent Owned Intellectual Property. (b) Parent and its Subsidiaries (i) are the sole own or have sufficient rights to use and exclusive owners of practice all material Intellectual Property owned used in or purported to be owned by necessary for the operation of the businesses of each of Parent or any of and its Subsidiaries as presently conducted (collectively, the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Encumbrances except for Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Encumbrances. Neither Parent or nor any of its SubsidiariesSubsidiaries has granted or transferred (or is obligated to grant or transfer) to any Person or has permitted (or is obligated to permit) any Person to retain any ownership interest, including any joint ownership interest, or otherwise used or held for use any exclusive rights, in any material Intellectual Property that is the conduct Parent Owned Intellectual Property. (c) The operation of the business of each of Parent or and its Subsidiaries as currently presently conducted, free and clear does not infringe, misappropriate or otherwise violate any Intellectual Property of any Liens other than Permitted Liens. (b) No claims Person. There are no Proceedings pending or, to the Knowledge knowledge of Parent, threatened in writing (i) challenging the ownershipthreatened, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent. There are no Proceedings pending or threatened, no Person alleging that any third party is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property Property. (d) Parent and its Subsidiaries have taken reasonable measures consistent with prudent industry practices to protect the operation confidentiality of trade secrets used in the business businesses of each of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all presently conducted. All current and former employees, consultants and contractors and consultants of Parent or any of its Subsidiaries who have created, invented or otherwise developed any Intellectual Property for or on behalf of Parent or any of its Subsidiaries such Subsidiary have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring that assign to Parent or any one of its Subsidiaries all of such Person’s rights to, in and to such Intellectual Property and (ii) no current provide for the confidentiality and non-disclosure of any trade secrets or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Propertyother confidential information. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, at all times complied in all material compliance respects with all Parent applicable Privacy ObligationsLaws, relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information and (ii) maintained, continue to maintain and have complied in all material respects with Parent’s and its Subsidiaries’ policies regarding privacy and data security, including (iA) all applicable Laws regarding the collection, use privacy policies and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or similar disclosures published on behalf each web site of Parent and its Subsidiaries has implemented or otherwise communicated in writing to users of any such web site and maintained other third parties, (B) any contractual commitment or obligation of Parent or any of its Subsidiaries relating to privacy, data security or the same processing of Personal Information, and (iiiC) Parent has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program privacy policy or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb written disclosure or similar component) that is designed assurance otherwise made available by the Company and its Subsidiaries to damage, destroy, disable, erase, impede the operation of, allow unauthorized access persons to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Informationwhom the Personal Information relates. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Except Section 4.10(a) of the Issuer Disclosure Schedule sets forth, as would not have of the date of this Agreement, a Parent Material Adverse Effect, Parent true and its Subsidiaries complete list of (i) are the sole and exclusive owners each item of all Intellectual Property Registered IP owned or purported to be owned by Parent or any of its Subsidiaries Issuer Company (the “Parent Owned Intellectual PropertyIssuer Registered IP”) and hold includes, where applicable, the jurisdiction, record owner, issuance, registration and application number and date and (ii) material proprietary Software owned or purported to be owned by any Issuer Company from which any Issuer Company derives material revenue. For the avoidance of doubt and notwithstanding anything to the contrary, no social media account names or handles shall be required to be set forth on Section 4.10(a) of the Issuer Disclosure Schedules. Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, the Issuer Registered IP is subsisting, and none of the registrations included in the Issuer Registered IP is invalid or unenforceable, and all applications for registrations for the Issuer Registered IP are pending and in good standing. (b) Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, the Issuer Companies exclusively own all right, title and interest to and in and to all Parent the Issuer Owned Intellectual Property IP free and clear of all Liens any Encumbrances other than Permitted LiensEncumbrances, and (ii) the Issuer Companies have (and will continue to have after the Closing Date) a valid and enforceable right or license or other right to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise other material IP Rights used or held for use in or otherwise necessary for the conduct of the business of Parent the Issuer Companies, (collectively, the “Issuer IP Rights”). Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, (i) the Issuer IP Rights owned by the Issuer Companies immediately prior to the Equity Closing Date will be owned by the Issuer Companies immediately after the Equity Closing Date on substantially identical terms and conditions as immediately prior to the Equity Closing Date and (ii) the consummation of the Contemplated Transactions will not cause or its Subsidiaries as currently conductedrequire any Issuer Company to grant, free and clear of or cause to be granted, to any Liens other than Permitted Liensthird party any right to or with respect to any Issuer Owned IP. (bc) No claims are pending orExcept as would not reasonably be expected to result in an Issuer Material Adverse Effect, each Issuer Company has taken all commercially reasonable efforts to protect, preserve and maintain the confidentiality of all Trade Secrets owned, used or held for use by the Issuer Companies or with respect to the business of the Issuer Companies (“Issuer Trade Secrets”). Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, there has been no unauthorized disclosure or use of any Issuer Trade Secrets or other material confidential information of the Issuer Companies or with respect to the business of the Issuer Companies. (d) Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of ParentIssuer, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Issuer Owned Intellectual Property and IP. (e) Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, (i) to the operation Knowledge of Issuer, since the Look-Back Period, the conduct of the business of Parent any Issuer Company has not and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property violate any IP Right of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property third party and (ii) as of the date of this Agreement, no current claim (including any offers to license) or former employeeLegal Proceeding is pending or has, contractor since the Look-Back Period, been threatened in writing against Issuer or consultant of Parent or any of its Subsidiaries owns by any right, title other Person either (A) involving or interest in or to alleging any of the Parent foregoing, or (B) challenging the ownership, use, validity, registration or enforceability of any Issuer Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual PropertyIP. (f) Parent isSince the Look-Back Period, and since each Issuer Company, with respect to the Lookback Date has beenbusiness of the Issuer Companies and, in material compliance with all Parent Privacy Obligationsrespect to the Processing of Issuer Data, including its Data Processors (i) comply and has complied at all times with Privacy Requirements applicable Laws regarding the collection, use and protection of Sensitive Information, to each Issuer Company; (ii) to the Company’s privacy policy Knowledge of Issuer, with respect to the business of the Issuer Companies, each Issuer Company has not received a written notice (including any enforcement notice), letter, or complaint from a Governmental Body or any Person alleging noncompliance or potential noncompliance with any Privacy Requirements nor has any Issuer Company been subject to litigation relating to compliance with Privacy Requirements or the Processing of Personal Data; and (iii) each Issuer Company has not been subject to any contractual provisions governing Sensitive Information. No Actions are pending regulatory inquiries or threatened against the Parent relating to the collection Action from any Governmental Body regarding any noncompliance or use of Sensitive Information or alleging any violation of the Parent potential noncompliance with Privacy ObligationsRequirements. (g) Since the Lookback DateLook-Back Period, the Issuer Companies, with respect to the business of the Issuer Companies, have established, maintained and complied at all times in all material respects with an Information Security Program that complies with applicable Privacy Requirements and: (i) none includes policies and procedures regarding the Processing of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; Personal Data with respect to the business of each Issuer Company, (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard includes administrative, technical, organizational technical and physical safeguards, including the implementation of safeguards that are commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processingany Personal Data owned, disclosurecontrolled, usemaintained, access held, or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected Processed by or on behalf of Parent and its Subsidiaries has implemented and maintained any Issuer Company or any third party operating at the same and direction of any Issuer Company; (iii) Parent has not received any written claimsincludes commercially reasonable disaster recovery, notices business continuity, incident response, and security plans, procedures and facilities; and (iv) protects against Security Incidents, Malicious Code, and unauthorized access to, and disruption of, the Processing of Personal Data held by or complaints on behalf of the Issuer, Issuer Data, and the Issuer Companies’ IT Systems. Since the Look-Back Period, there have been no material violations of the Issuer Companies’, with respect to any the business of the foregoingIssuer Companies, Information Security Program, and as of the date of this Agreement, the Issuer Companies, with respect to the business of the Issuer Companies, are not in breach or default of any Contracts relating to the protection of its IT Systems or Issuer Data. (h) None During the Look-Back Period, except as set forth in Section 4.10(h) of the Issuer Disclosure Schedule, the Issuer Companies have not suffered and are not suffering a Security Incident, have not been and are not required to notify any Person or Governmental Body of any Security Incident, and have not been and are not adversely affected by any Malicious Code, ransomware or malware attack, or denial-of-service attacks on any IT AssetsSystem used by any Issuer Company. Neither the Issuer Companies nor any third party acting at the direction or authorization of any Issuer Company have paid any perpetrator of any actual or threatened Security Incident or cyber-attack, include any malicious codeincluding but not limited to a ransomware attack or a denial-of-service attack. The Issuer Companies maintain, program or other internal component (e.g.and have maintained, computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Informationcyber liability insurance with reasonable coverage limits. (i) Except as would not have a Parent Material Adverse EffectSince the Look-Back Period, the executionIT Systems used by each Issuer Company operate and perform as is necessary to conduct the business of such Issuer Company in the manner in which it is currently being conducted, delivery and performance are sufficient for the current needs and operations of this Agreement the business of such Issuer Company. Since the Look-Back Period, the IT Systems of each Issuer Company are free of and do not contain any material defects or Malicious Code. Each Issuer Company has assessed and tested their Information Security Program on no less than an annual basis, mitigated or remediated all critical and high risks and vulnerabilities, and the consummation of the Transactions do not violate any Parent Issuer Information Security Program has proven adequate and compliant with Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereofRequirements in all material respects.

Intellectual Property; Data Privacy. (a) Except as would not have Section 3.9(a) of the Seller Disclosure Letter sets forth a Parent Material Adverse Effect, Parent true and its Subsidiaries complete list of all (i) are patents and patent applications owned by the sole Acquired Subsidiaries, (ii) registered Trademarks and exclusive owners applications for registrations of all Trademarks owned by the Acquired Subsidiaries, (iii) registered copyrights and applications for registrations of copyrights owned by the Acquired Subsidiaries, (iv) Domain Names owned by the Acquired Subsidiaries and (v) other Intellectual Property owned or purported to be owned by Parent or any of its the Acquired Subsidiaries (collectively, the “Parent Owned Intellectual Property”). Any Intellectual Property other than Owned Intellectual Property used in the operation of the Business is used by the Acquired Subsidiaries pursuant to a valid Contract (together with the Owned Intellectual Property, the “Business Intellectual Property”). The Acquired Subsidiaries exclusively own all right, title and interest in and to each item of Owned Intellectual Property, and have a valid and enforceable right or license to use all other Business Intellectual Property used in or necessary for the operation of the Business as currently conducted, free and clear of all Liens other than Permitted Liens. Each item of Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration) is valid, subsisting, and hold enforceable. No Proceeding or Contract exists restricting the Acquired Subsidiaries’ use or enjoyment of, any right in any Owned Intellectual Property. All of the registrations, issuances and applications set forth on Section 3.9(a) of the Seller Disclosure Letter (except any Embarq Marks other than the Embarq Federal Registration) are valid, in full force and effect and have not expired or been cancelled, abandoned or otherwise terminated, and payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, have been duly made. (b) Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, the operation or conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person. Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, there are no Proceedings pending or, to the Knowledge of Sellers, threatened, alleging any such infringement or violation or challenging any Seller’s or its Subsidiaries’ (including the Acquired Subsidiaries’) rights in or to any Business Intellectual Property and, to the Knowledge of Sellers, there is no existing fact or circumstance that would reasonably be expected to give rise to any such Proceeding. To the Knowledge of Sellers, no Person is infringing or otherwise violating any Owned Intellectual Property. (c) The Business Intellectual Property is sufficient for Purchaser to operate the Business from and after the Closing Date in all material respects as operated immediately prior to the Closing Date. The consummation of the Transactions contemplated by this Agreement will not impair any right of the Purchaser in or to any Business Intellectual Property in existence immediately prior thereto. (d) The Sellers have taken commercially reasonable measures to protect the Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration). (e) Each present or past employee, officer, consultant or any other Person who created or contributed to any Owned Intellectual Property has (i) conveyed to an Acquired Subsidiary or an Affiliate of an Acquired Subsidiary any and all right, title and interest in and to all Parent such Owned Intellectual Property free that was developed by such Person in connection with such Person’s employment or engagement by such Acquired Subsidiary, (ii) agreed in writing, during and clear after the term of all Liens other than Permitted Liensemployment or contract, to cooperate with such Acquired Subsidiary in the prosecution of any applications filed in connection with such Intellectual Property, and (iii) agreed in writing to keep any confidential information, including trade secrets, of the Acquired Subsidiaries confidential both during and after the term of employment or engagement. (f) With respect to all material Software included in the Owned Intellectual Property (the “Owned Software”, the Acquired Subsidiaries maintain actual possession and control of the applicable source code, object code, notes, documentation and know-how of such Owned Software. The Acquired Subsidiaries have not disclosed source code for any Owned Software to a third party outside of the scope of a written agreement that reasonably protects the rights of the applicable Acquired Subsidiary. (g) All Owned Software (i) is used solely for internal business purposes, (ii) have performs in material conformance with its documentation, (iii) is free from any material software defect, and will continue (iv) does not contain any virus, software routine or hardware component designed to have after the Closing Date) a valid and enforceable license permit unauthorized access or to use disable or otherwise harm any and all Intellectual Property licensed computer, systems or sublicensed tosoftware, or purported any software routine designed to be licensed disable a computer program automatically with the passage of time or sublicensed to, Parent under the positive control of a Person other than an authorized licensee or owner of the software. (h) The Acquired Subsidiaries have not used any of its Subsidiaries, or otherwise used or held for use “open source” software in the conduct of the business Business in a manner that would obligate any Acquired Subsidiary to make available to any Person any Owned Software or any Software included in the Seller Intellectual Property without payment of Parent fees or its Subsidiaries as currently conductedroyalties, free and clear or that does or may require disclosure of any Liens other than Permitted Lienssuch Owned Software or Software included in the Seller Intellectual Property in source code form. (bi) No claims All IT Assets used by the Acquired Subsidiaries (i) operate and perform in all material respects in conformance with their documentation and functional specifications, (ii) are pending orfree from any material Software defect and (iii) do not contain, and the Sellers have used commercially reasonable efforts to prevent the introduction of, any virus, software routine, malware, hardware component, disabling code or instructions, spyware or other vulnerabilities designed to permit unauthorized access or to disable or otherwise harm any IT Assets in any material respects. Since January 1, 2018, (1) no IT Assets have experienced or been affected by any failures, breakdowns or other adverse events that have caused any material disruptions or interruptions to the Business and (2) except as set forth on Section 3.9(i) of the Seller Disclosure Letter, none of the Acquired Subsidiaries or any IT Assets has experienced or been affected by any material data security incidents, breaches or unauthorized access, use, control, disclosure, destruction or modification of any Personal Information owned, controlled, maintained, received, collected, used, stored or processed by the Acquired Subsidiaries, including any unauthorized access, use or disclosure of Personal Information that would constitute a breach of any Information Privacy Law or for which notification to individuals and/or Governmental Entities is required under any applicable Law. (j) The Acquired Subsidiaries have adopted, and are and have been in compliance with, commercially reasonable policies and procedures applicable to the Acquired Subsidiaries with respect to privacy, data protection, processing, security and the collection, use, storage and processing of Personal Information gathered or accessed in the course of the operation of the Business. Sellers and the Acquired Subsidiaries have implemented and maintain a reasonable enterprise-wide data security program, including reasonable and appropriate administrative, physical, and technical safeguards consistent with industry best practices, to protect Personal Information and the IT Assets from unauthorized access, use, control, disclosure, destruction or modification. (k) The Acquired Subsidiaries are, and since January 1, 2018 have been, in compliance in all material respects with (i) all Information Privacy Laws, (ii) the Payment Card Industry Data Security Standard, issued by the Payment Card Industry Security Standards Council, as revised from time to time, and (iii) their internal and public-facing policies relating to privacy, data protection, data or privacy breach notification and personally identifiable information (“Business Privacy Policies”). Except as set forth on Section 3.9(k) of the Seller Disclosure Letter, since January 1, 2018, none of Sellers and the Acquired Subsidiaries have received written notice of any Proceedings with respect to Information Privacy Laws and Business Privacy Policies relating to the Business, and to the Knowledge of Sellers, neither the Acquired Subsidiaries nor the Business is under investigation by any Governmental Entity for any violation of any Information Privacy Laws. Since January 1, 2018, except as set forth on Section 3.9(k) of the Seller Disclosure Letter, none of Sellers and the Acquired Subsidiaries have been legally required to provide any notices to Governmental Entities, data owners or individuals in connection with a loss or disclosure of, or unauthorized access to, Personal Information, nor have any of Sellers and the Acquired Subsidiaries provided any such notices, in each case in connection with the Business. The execution, delivery and performance of this Agreement, any of the other Transaction Agreements and the consummation of the Transactions, in each case by Sellers and the Acquired Subsidiaries, will not violate any Information Privacy Law or Business Privacy Policy as it currently exists or as it existed at any time during which any applicable Personal Information was collected or obtained by the Acquired Subsidiaries and, to the Knowledge of ParentSellers, threatened in writing (i) challenging immediately following the ownershipClosing, enforceability, scope, validity or the Acquired Subsidiaries will own and continue to have the right to use by Parent or any of its all such Personal Information on the same terms and conditions as the Acquired Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating enjoyed immediately prior to the Intellectual Property of any PersonClosing. (cl) To The Customer Database is accessible and usable in all material respects by the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each caseAcquired Subsidiaries, as would not be material to Parent and its Subsidiariesapplicable, taken as a whole. (d) for the purposes for which it is used in the Ordinary Course of Business. Except as would not have a Parent Material Adverse Effectreasonably be expected to be material to the Business or the Acquired Subsidiaries and assuming the execution, delivery and performance of the Transition Services Agreement by all parties thereto, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, neither the execution, delivery and performance of this Agreement and or any other Transaction Agreement, nor the consummation of the Transactions do not violate Transactions, in each case by Sellers and the Acquired Subsidiaries, shall adversely affect the Acquired Subsidiaries’ right to use the Customer Database, and immediately following the Closing, the Acquired Subsidiaries will continue to have the right to use the Customer Database in a substantially similar manner as the Acquired Subsidiaries enjoyed immediately prior to the Closing and (ii) no third party has asserted or threatened to assert any Parent Privacy Obligations as claim for misappropriation of trade secrets or breach of any implied or express contractual duty relating to the use of information in the Customer Database in connection with the operation of the date hereof relating to Sensitive Information as it exists as of the date hereofBusiness.