Common use of Intellectual Property Clause in Contracts

Intellectual Property. The Company, the Bank and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreement.

Intellectual Property. The CompanyExcept as would not, individually or in the Bank aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and the Subsidiaries own, its subsidiaries own or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company(such Intellectual Property, the Bank or any Subsidiary is a party and, “Company Intellectual Property”); (ii) to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledgeand its subsidiaries’ conduct of their respective businesses does not infringe, threatened against misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company, Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any Subsidiary to usesubsidiary, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any and all such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valideffect, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject except in each case as would not reasonably be expected to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) Material Adverse Effect. No technology employed by the Company, Company or its subsidiaries has been obtained or is being used by the Bank Company or its subsidiaries in violation of any Subsidiary under any license contractual or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact legal obligation binding on the Company, the Bank its subsidiaries, or any Subsidiaryof their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The validityproducts described in the Registration Statement, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights Pricing Disclosure Package and the current terms thereof will not be affected Prospectus as under development by the transactions contemplated Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by this Agreementthe United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. The CompanyExcept as described in the Registration Statement, the Bank Pricing Disclosure Package and the Subsidiaries Prospectus, the Company and its subsidiaries own, or are licensed have obtained valid and enforceable licenses for, or otherwise possess other rights to use free and clear of all Liens all on reasonable terms, the inventions, patent applications, patents, patent rightstrademarks (both registered and unregistered), licenses, inventionstrade names, copyrights, know-how (including trade secrets, applications and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), trademarkssoftware, service marks domain names and trade names other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Proprietary RightsIntellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in in, or necessary for the conduct of the business of the Companyof, the Bank and the Subsidiaries their respective businesses as now currently conducted and or as proposed to be conducted and as Previously Discloseddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; except where as disclosed in the failure Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to own such Proprietary Rights would not have any material impact on the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Bank Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any Subsidiary. The Companyproduct or service described in the Registration Statement, the Bank Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights Company is unaware of any person facts which could form a reasonable basis for any successful claim; and none of the technology employed by the Company has been obtained or violating is being used by the terms Company in violation of any licensing or other agreement to which contractual obligation binding on the Company, the Bank or any Subsidiary is a party andCompany or, to the Company’s knowledge, no person is infringing upon any of its officers, directors or employees, and the Proprietary RightsCompany is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, except patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the infringement of or lack such violation relates to such employee’s breach of a right confidentiality obligation, obligation to assign to the Company Intellectual Property, or obligation not to use such Proprietary Rights would not third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have established rights to any material impact on Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Bank Company or its subsidiaries to any Subsidiary. Except third-parties (“Exclusive Intellectual Property”); except as Previously Discloseddisclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no charges, claims or litigation have been asserted pending or, to the Company’s knowledge, threatened against action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Bank or Company is unaware of any Subsidiary contesting the right facts which would form a reasonable basis for a successful claim; none of the CompanyExclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, andand there is no pending or, to the Company’s knowledge, no valid basis exists for threatened action, suit, proceeding or claim by others challenging the assertion validity, enforceability or scope of any such chargeExclusive Intellectual Property, claim or litigation. All licenses and other agreements the Company is unaware of any facts which would form a reasonable basis for a successful claim; to which the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the Bank issued or pending claims of any of the Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that may render any U.S. patent held by the Company invalid or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of U.S. patent application held by the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have Company unpatentable has not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating disclosed to the Proprietary Rights U.S. Patent and the current terms thereof will not be affected by the transactions contemplated by this AgreementTrademark Office.

Intellectual Property. (a) (i) The Company, conduct of the Bank business of the Company and the Subsidiaries ownas currently conducted and as currently contemplated to be conducted and the use of the Company Owned Intellectual Property and the Company Licensed Intellectual Property in connection therewith do not conflict with, or are licensed infringe upon, misappropriate or otherwise possess violate the Intellectual Property rights of any third party in any material respect, and no claim has been asserted to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented the Company or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for any Subsidiary that the conduct of the business of the Company, the Bank Company and the Subsidiaries as now currently conducted and or as proposed currently contemplated to be conducted as Previously Disclosedconflicts with, except where infringes upon or may infringe upon, misappropriates or otherwise violates the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the Intellectual Property rights of any person or violating the terms third party; (ii) with respect to each item of any licensing or other agreement to which the CompanyCompany Owned Intellectual Property, the Bank Company or any a Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any exclusive owner of the Proprietary Rightsentire unencumbered right, except where title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the infringement continued operation of its respective business without limitation in any material respect; (iii) with respect to each item of Company Licensed Intellectual Property, the Company or lack of a Subsidiary has the valid right to use such Proprietary Rights would not have any material impact on Company Licensed Intellectual Property in the Company, continued operation of its respective business in accordance with the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, terms of the license agreement governing such Company Licensed Intellectual Property; (iv) to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or any Subsidiary to use, unenforceable in whole or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, in part; (v) to the Company’s knowledge, no valid basis exists for the assertion knowledge of any such charge, claim or litigation. All licenses and other agreements to which the Company, no Person is engaging in any activity that infringes upon or misappropriates the Bank Company Owned Intellectual Property; (vi) to the knowledge of the Company, each license of the Company Licensed Intellectual Property is valid and enforceable (except as may be limited by bankruptcy, insolvency, reorganization or any Subsidiary other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), is a party relating binding on all parties to Proprietary Rights are such license, and is in full force and effect and constitute valid, binding and enforceable obligations effect; (vii) to the knowledge of the Company, no party to any license of the Bank Company Licensed Intellectual Property is in breach thereof or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium default thereunder; and similar laws (viii) neither the execution of general applicability relating to or affecting creditors’ this Agreement nor the consummation of the Transactions shall adversely affect any of the rights and to general equity principles, as of the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank Company or any Subsidiary under any license with respect to the Company Owned Intellectual Property or other agreement affecting Proprietary Rights used the Company Licensed Intellectual Property in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementrespect.

Intellectual Property. The CompanyExcept as set forth in Section 4.14 of the Company Disclosure Schedule, or as could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Bank Company and the Company Subsidiaries own, own or are licensed possess adequate licenses or otherwise possess other valid rights to use free and clear of all Liens all patents, patent rights, licensestrademarks, inventionstrademark rights, trade names, trade dress, trade name rights, copyrights, service marks, trade secrets, applications for trademarks and for service marks, know-how (including trade secrets, applications and other unpatented proprietary rights and information used or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used held for use in or necessary for connection with the conduct respective businesses of the business of the Company, the Bank Company and the Company Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosedcurrently conducted, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights Company is unaware of any person assertion or violating claim challenging the terms validity of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiaryforegoing. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right Section 4.14 of the CompanyCompany Disclosure Schedule lists all material licenses, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses sublicenses and other agreements to which the Company, the Bank Company or any Company Subsidiary is a party relating and pursuant to Proprietary Rights are which (i) any third party is authorized to use any intellectual property right of the Company or any Company Subsidiary and (ii) the Company or any Company Subsidiary is authorized to use any intellectual property rights (other than pursuant to shrink-wrap licenses and software licenses) of a third party, and includes the identity of all parties thereto, a description of the nature and subject matter thereof, the royalty provisions, if any, therein and the term thereof. Except as set forth in full force Section 4.14 of the Company Disclosure Schedule, the conduct of the respective businesses of the Company and effect and constitute validthe Company Subsidiaries as currently conducted does not conflict in any way with any patent, binding and enforceable obligations patent right, license, trademark, trademark right, trade dress, trade name, trade name right, service xxxx or copyright of any third party that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, there are no infringements of any proprietary rights owned by or licensed by or to the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (Company or any event thatCompany Subsidiary that could reasonably be expected to have, with notice individually or lapse of timein the aggregate, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementCompany Material Adverse Effect.

Intellectual Property. The Company, the Bank Any and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licensesimprovements, inventions, designs, ideas, works of authorship, copyrightable works, discoveries, trademarks, copyrights, trade secrets, formulae, processes, techniques, know-how how, and data, whether or not patentable (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedurescollectively "Products"), trademarksmade or conceived or reduced to practice or learned by Executive, service marks and trade names either along or jointly with others, during the period of Executive's employment (collectivelywhether or not during normal working hours) that are related to or useful in the actual or anticipated business of the Corporation, “Proprietary Rights”or result from tasks assigned Executive by the Corporation or result from Executive's use of premises or equipment owned, leased, or contracted for by the Corporation (a) used in during the period of this Agreement, or necessary for (b) within a period of one year after the conduct Date of Termination, which may be directly or indirectly useful in, or relate to, the business of the CompanyCorporation, shall be promptly and fully disclosed by Executive to the Bank Board and, if such intellectual property was made, developed or created pursuant to Executive's employment hereunder, such intellectual property shall be the Corporation's exclusive property as against Executive, and Executive shall promptly deliver to an appropriate representative of the Subsidiaries Corporation as now conducted designated by the Board all papers, drawings, models, data and other material relating to any invention made, developed or created by him as proposed aforesaid. Executive shall, at the request of the Corporation and without any payment therefor, execute any documents necessary or advisable in the opinion of the Corporation's counsel or direct issuance of patents or copyrights to the Corporation with respect to such Products as are to be conducted the Corporation's exclusive property as Previously Disclosed, except where against Executive or to vest in the failure Corporation title to own such Proprietary Rights would not have any material impact on the Company, the Bank or any SubsidiaryProducts as against executive. The Companyexpense of securing any such patent or copyright shall be borne by the Corporation. Executive shall be compensated, in accordance with the Bank and Corporation's "Creative Awards" standard policy, for all Products created or developed by the Subsidiaries have the right Executive either prior to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, her employment (if delivered to the Company’s knowledge, no person is infringing upon any Corporation) or during the term of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementher Employment.

Intellectual Property. The Company(i) Section 3.01(p)(i) of the Company Disclosure Schedule sets forth, as of the Bank date hereof, a complete and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear accurate list (in all material respects) of all Liens all patentspatents and applications therefor, patent rightsregistered trademarks and applications therefor, licensesdomain name registrations and copyright registrations (if any) that, inventionsin each case, copyrights, know-how (including trade secrets, applications are owned by or licensed to the Company or any of its Subsidiaries and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for are material to the conduct of the business of the CompanyCompany and its Subsidiaries, the Bank and the Subsidiaries taken as now conducted and a whole, as proposed currently conducted. Such intellectual property rights required to be conducted listed in Section 3.01(p)(i) of the Company Disclosure Schedule, together with any tradename rights, trade secret or know how rights, service xxxx rights, trademark rights, patent rights, intellectual property rights in computer programs or software or other type of intellectual property rights, in each case, that are owned or licensed by the Company or any of its Subsidiaries and are material to the conduct of the business of the Company and its Subsidiaries, taken as Previously Discloseda whole, as currently conducted, are collectively referred to herein as “Intellectual Property Rights”. All Intellectual Property Rights are either (x) owned by the Company or a Subsidiary of the Company free and clear of all Liens or (y) licensed to the Company or a Subsidiary of the Company free and clear (to the Knowledge of the Company) of all Liens, except where the failure to so own or license such Proprietary Intellectual Property Rights individually or in the aggregate has not had and would not reasonably be expected to have any material impact on a Material Adverse Effect. There are no claims pending or, to the Knowledge of the Company, threatened with regard to the Bank ownership or, to the Knowledge of the Company, licensing by the Company or any Subsidiaryof its Subsidiaries of any Intellectual Property Rights which individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect. The CompanyEach of the Company and its Subsidiaries owns, the Bank and the Subsidiaries have is validly licensed or otherwise has the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Intellectual Property Rights, except where the infringement of failure to own, have a valid license or lack of a right otherwise have rights to use such Proprietary Rights individually or in the aggregate has not had and would not reasonably be expected to have any material impact on a Material Adverse Effect. The execution and delivery of this Agreement by the CompanyCompany do not, and the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to consummation by the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right Company of the CompanyMerger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, the Bank or any Subsidiary to useconflict with, or the validity result in any violation or breach of, any of the Proprietary Rights or challenging default (with or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon, any Intellectual Property Right, in each case that individually or in the aggregate has had or would constitute reasonably be expected to have a defaultMaterial Adverse Effect. Section 3.01(p)(i) of the Company Disclosure Schedule sets forth, as of the date hereof, all Contracts under which the Company or any of its Subsidiaries is obligated to make payments to third parties for use of any Intellectual Property Rights with respect to the commercialization of any products that are, as of the date hereof, being sold, manufactured by or under development by the Company, the Bank Company or any Subsidiary of its Subsidiaries and for which such payments are in excess of $2,000,000 per year for any single product. The aggregate amount of all such payments that the Company and its Subsidiaries are obligated to make under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct Contract of the business of type described in the Company, the Bank or any Subsidiary, except for defaults, if any, which would immediately preceding sentence that are not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating required to the Proprietary Rights and the current terms thereof will be disclosed pursuant to such sentence does not be affected by the transactions contemplated by this Agreementexceed $10,000,000 per year.

Intellectual Property. The Executive agrees that he shall make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software and works of authorship, whether or not patentable or copyrightable, which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during the Term or within one (1) year thereafter (whether or not during normal working hours, on the premises of the Company or using Company's equipment or Confidential Information), which relate to the present or planned business or research and development of the Company (all of which are collectively referred to as "Developments"). All right, title and interest in the Developments, whether or not used by the Company, shall, from the Bank inception of development, be exclusively and perpetually the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business property of the Company, free of any claim whatsoever by the Bank Executive or any third party deriving any rights from the Executive. Any such Developments shall be deemed "works made for hire" within the meaning of the U.S. Copyright Act and any other applicable U.S. or foreign laws relating to intellectual property, and the Subsidiaries as now conducted Executive understands and as proposed acknowledges that the Company shall own all right, title and interest in and to the Developments, including without limitation copyright, patent and trademark rights, throughout the world. To the extent that any Developments shall not be conducted as Previously Discloseddeemed "works made for hire," the Executive hereby assigns to the Company any of its right, except where title and interest in and to all worldwide intellectual proprietary rights, including but not limited to all worldwide copyrights, trade secrets, patent rights and trademark rights, in and to all of the failure Developments, and agrees to own such Proprietary Rights would not have any material impact on cooperate fully with the Company, both during and after the Bank or any SubsidiaryTerm, with respect to the procurement, maintenance and enforcement of patents, copyrights and other intellectual property rights, throughout the world, with respect to the Developments. The CompanyExecutive shall sign all papers, the Bank including, without limitation, patent applications, copyright applications, declarations, oaths and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to formal assignment documents, which the Company, Company may deem necessary or appropriate to protect its rights and interests in any Development. The Executive hereby appoints any officer of the Bank or Company as the Executive's attorney-in-fact to execute any Subsidiary is a party and, such documents in the name and on behalf of the Executive in the event that the Executive fails to execute and deliver such documents within thirty (30) days after the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreement's request.

Intellectual Property. The CompanyExcept as set forth in Schedule 3.14, the Bank each Group Member owns or has a valid and the Subsidiaries own, or are licensed or otherwise possess rights continuing right to use all Intellectual Property that is necessary for the operations of its businesses as currently conducted free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresexcept Permitted Liens), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except other than where the a failure to own such Proprietary Rights would not or license any Intellectual Property could not, either individually or in the aggregate, be reasonably expected to have any material impact on the Companya Material Adverse Effect. All necessary registration, the Bank or any Subsidiary. The Companymaintenance, the Bank renewal and the Subsidiaries have the right to use all Proprietary Rights used other relevant filing fees in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon connection with any of the Proprietary Rights, except where Intellectual Property that is the infringement of or lack subject of a right to use registration or an application for registration have been timely paid, and all necessary documents, certificates and filings in connection with the Intellectual Property have been timely filed with the relevant Governmental Authority and internet domain name registrar(s) for the purpose of maintaining such Proprietary Rights would Intellectual Property and all registrations and applications therefor. The conduct and operations of the businesses of each Group Member does not have infringe, misappropriate, dilute, violate or otherwise impair in any material impact on the Companyrespect any Intellectual Property owned by any other Person, the Bank other than as could not reasonably be expected to have a Material Adverse Effect. No other Person has contested any right, title or interest of any Subsidiary. Except as Previously DisclosedGroup Member in, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to userelating to, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness material Intellectual Property, and no allegations have been made of any license infringement, misappropriation or agreement pertaining thereto violation by any Group Member, and no Person is infringing, misappropriating or asserting violating any material Intellectual Property owned or exclusively licensed by any Group Member, and no Group Member has made or threatened to make any claim relating to the misuse thereofforegoing, andother than, in each case, as could not reasonably be expected, in the aggregate, to the Company’s knowledgehave a Material Adverse Effect. No holding, no valid basis exists for the assertion of injunction, decision or judgment has been rendered by any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beGovernmental Authority, and there have not been and there currently are not no Group Member has entered into any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license settlement stipulation or other agreement affecting Proprietary Rights used (except license agreements in the ordinary course of business) which would limit, cancel, or necessary for question the conduct validity of the Group Member’s rights in any Intellectual Property. Each Group Member has taken all actions that in the exercise of their reasonable business of the Company, the Bank or any Subsidiaryjudgment should be taken to protect their Intellectual Property, except for defaults, if any, which would where the failure to do so could not reasonably be expected to have any a Material Adverse Effect. All material impact on the Company, the Bank Intellectual Property owned or any Subsidiary. The validity, continuation purportedly owned by a Group Member is valid and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementenforceable.

Intellectual Property. (a) Section 4.15(a) of the Company Disclosure Letter contains a detailed description of all Intellectual Property (a) owned by the Company or any of the Subsidiaries (the "Company Intellectual Property") or (b) licensed, used or held for use by the Company or any of the Subsidiaries in the conduct of their businesses ("Licensed Intellectual Property"). The Company, the Bank Company and the Subsidiaries ownhave (i) all right, or are licensed or otherwise possess rights title and interest in and to use all Company Intellectual Property, free and clear of all Liens Encumbrances, other than Permitted Encumbrances and (ii) all patentsnecessary proprietary rights in and to all Intellectual Property, patent rightsincluding Licensed Intellectual Property, licensesused in, inventionsnecessary for, copyrightsor held for use in, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries their businesses as now conducted and as proposed to be conducted conducted, free and clear of all Encumbrances, other than Permitted Encumbrances. Except as Previously Disclosedset forth in Section 4.15(a) of the Company Disclosure Letter, there are no outstanding contracts or Orders relating to the Company Intellectual Property. Neither the Company nor any of the Subsidiaries (y) is bound by or a party to any contract of any kind with respect to the Intellectual Property of any other person, except where with respect to a license contract regarding Licensed Intellectual Property or (z) has received any communication alleging that it has infringed or, by conducting its business as proposed, would infringe the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the Intellectual Property rights of any person third person. Neither the execution and delivery of this Agreement nor the carrying on of the Company's and the Subsidiaries' businesses as currently conducted or violating proposed to be conducted will infringe the terms Intellectual Property rights of any licensing person; alter, impair or require the consent of any other agreement to person in respect of any Company Intellectual Property or Licensed Intellectual Property; or conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract by which the Company, the Bank Company or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of Subsidiaries is bound or lack of to which it is a right to use such Proprietary Rights would not have any material impact on party. To the Company's knowledge, there has been, and there is no unauthorized use, infringement or misappropriation of the Bank Company Intellectual Property or Licensed Intellectual Property by any third party (including licensees, retailers, employees, former employees and contract workers). All of the rights within the Company Intellectual Property and Licensed Intellectual Property are valid, enforceable and subsisting, and there is no claim or demand of any person pertaining to, or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted Action that is pending or, to the Company’s 's knowledge, threatened against threatened, that challenges the Companyrights of the Company or its Subsidiaries in respect of any Company Intellectual Property or Licensed Intellectual Property or the validity, enforceability or effectiveness thereof. No person has any option with respect to Company Intellectual Property. The Company Intellectual Property and the Bank or any Subsidiary contesting Licensed Intellectual Property constitute all Intellectual Property necessary for the right operation of the Company, 's and Subsidiaries' respective businesses as currently conducted or proposed to be conducted. Neither the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or Company nor any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults default (or any event that, would with the giving of notice or lapse of time, or both, would constitute a time be in default) by the Company, the Bank or any Subsidiary under any material license or other agreement affecting Proprietary Rights used in or necessary for the conduct to use any of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementLicensed Intellectual Property.

Intellectual Property. The Company, Investview and its subsidiaries own or possess the Bank and the Subsidiaries own, or are licensed or otherwise possess rights right to use free and clear of all Liens all patents, patent rights, licensesapplications, inventions, copyrightslicenses, know-how (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems information or procedures), trademarks, service marks marks, trade names, domain names, copyrights, and trade names other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Proprietary RightsIntellectual Property”) used in or necessary for the to conduct of the their business of the Company, the Bank and the Subsidiaries as now presently conducted and as proposed currently contemplated to be conducted as Previously Disclosedin the future and, except where to the failure to own such Proprietary Rights would not have knowledge of Investview, neither Investview nor any material impact on the Companyof its subsidiaries, the Bank whether through their respective products and services or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or violating entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the terms of any licensing SEC Reports or other agreement to which the Companyas otherwise currently conducted, the Bank such parties would infringe, misappropriate, conflict with, or any Subsidiary is a party andviolate, to the Company’s knowledge, no person is infringing upon any of the Proprietary RightsIntellectual Property of any other person or entity. Investview knows of no infringement, except where misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the infringement confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or lack its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of a right to use such Proprietary Rights would not have any material impact contractual obligation binding on the Company, the Bank Investview or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted of its subsidiaries or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank or any Subsidiary to use, or the validity ofInvestview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the Proprietary Rights ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or challenging or questioning the validity or effectiveness decree of any license court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion made in settlement of any such charge, claim pending or threatened litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which materially restricts or impairs their use of any Intellectual Property or which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating reasonably be expected to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementresult in a Material Adverse Effect.

Intellectual Property. The Company, the Bank Company and the Subsidiaries own, or are licensed or otherwise possess rights the right to use free and clear of all Liens all patentstrademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, copyrightstechnology, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential informationintellectual property and similar rights, systems or procedures), trademarks, service marks including registrations and trade names applications for registration thereof (collectively, “Proprietary Intellectual Property Rights”) used in or necessary for the conduct of their respective businesses, and the business Company is not aware of any claim to the contrary or any challenge by any other Person to the rights of the Company, the Bank Company and the Subsidiaries with respect to the foregoing. Except as described in the SEC Reports, (i) to the Company’s Knowledge, the Company’s business as now conducted and as proposed to be conducted does not and will not infringe or conflict with any Intellectual Property Rights or franchise right of any Person and (ii) no claim has been made against the Company alleging the infringement by the Company or any of its licensees or other third parties of any Intellectual Property Rights or franchise right of any Person, except for such as Previously Disclosedwould not have a Material Adverse Effect. Each employee of and consultant to the Company and its Subsidiaries has entered into a confidentiality and invention assignment agreement in favor of the Company or its applicable Subsidiary as a condition of the employment or retention of services of such employee or consultant, except where the failure to own enter into such Proprietary Rights an agreement would not have any material impact on a Material Adverse Effect. Except for matters relating to third parties expressly identified and named in the SEC Reports: (A) to the Company’s Knowledge, there are no rights of third parties to any Intellectual Property Rights owned by or licensed to the Bank Company or any Subsidiary. The Company, the Bank and of the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing that conflict with the rights of the Company or the Subsidiaries related to such Intellectual Property Rights, except for any person such rights that would not have or violating reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) to the Company’s Knowledge, there is no infringement by third parties of any Intellectual Property Rights owned by or licensed to the Company or the Subsidiaries that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) other than in connection with assertions or inquiries made by patent office examiners in the ordinary course of the prosecution of the patent applications of the Company or the Subsidiaries, there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or other claim by others challenging the rights of the Company or any of the Subsidiaries in or to, or alleging the violation of any of the terms of of, or challenging the validity, enforceability or scope of, any licensing Intellectual Property Rights owned by or other agreement licensed to which the CompanyCompany or the Subsidiaries, except for any such claims that would not have or reasonably be expected to have, individually or in the Bank or any Subsidiary is aggregate, a party Material Adverse Effect and, to the Company’s knowledgeKnowledge, there are no person facts that would form a reasonable basis for any such claim; (D) there is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted pending or, to the Company’s knowledgeKnowledge, threatened against action, suit, proceeding or other claim by others that the Company, the Bank Company or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights Subsidiaries, or challenging any of their respective licensees, infringes or questioning the validity otherwise violates, or effectiveness would infringe or otherwise violate upon commercialization of its products and product candidates, any license patent, trademark, copyright, trade secret or agreement pertaining thereto or asserting the misuse thereofother proprietary rights of others, and, and to the Company’s knowledgeKnowledge, there are no valid facts that would form a reasonable basis exists for the assertion of any such chargeclaim by others that the Company or any of the Subsidiaries, claim or litigation. All licenses any of their respective licensees, infringes or otherwise violates, or would infringe or otherwise violate upon commercialization of its products and other agreements product candidates, any Intellectual Property Rights of others, except, in each case in this clause (D), for any such claims that would not have or reasonably be expected to which have, individually or in the aggregate, a Material Adverse Effect; (E) to the Company’s Knowledge, the Bank there is no patent or patent application that contains claims that conflict with any Subsidiary is a party relating to Proprietary Intellectual Property Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business businesses of the Company, the Bank Company or any Subsidiaryof the Subsidiaries as currently or contemplated to be conducted, except for defaults, if any, which such as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (F) to the Company’s Knowledge, none of the Intellectual Property Rights used by the Company or the Subsidiaries in their businesses has been obtained or is being used by the Company or the Subsidiaries in violation of any material impact contractual obligation binding on the Company, any of the Bank Subsidiaries in violation of the rights of any Persons, except for such as would not have or any Subsidiary. The validityreasonably be expected to have, continuation and effectiveness of all licenses and other agreements relating to individually or in the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementaggregate, a Material Adverse Effect.

Intellectual Property. The CompanyExcept as described in the Registration Statement or in any document incorporated by reference therein, the Bank Company and each of the Subsidiaries hold all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their businesses in the manner in which they are being conducted; the Company and the Subsidiaries own, each own or are licensed or otherwise possess rights the right to use free and clear of all Liens all patents, patent rights, licensestrademarks, inventionstrade names, service marks, service names, copyrights, license rights, know-how (including trade secrets, applications secrets and other unpatented or and unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks ) and trade names other intellectual property rights (collectively, “Proprietary RightsIntellectual Property”) used necessary to carry on their business in or necessary for all material respects in the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used manner in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary it is a party and, being conducted; to the Company’s knowledge, no person is infringing upon neither the Company nor any of the Proprietary RightsSubsidiaries has infringed, except where and none of the infringement Company or the Subsidiaries have received notice of conflict with, any Intellectual Property of any other person or lack entity. The Company has taken all steps reasonably necessary to secure ownership interests in Intellectual Property created for it by any contractors. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described therein in all material respects. The Company is not a right party to use such Proprietary Rights would or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not have described therein in all material respects. None of the technology employed by the Company and material to the Company’s business has been obtained or is being used by the Company in violation of any material impact contractual obligation binding on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted Company or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights its officers, directors or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, andemployees or, to the Company’s knowledge, no valid basis exists for otherwise in violation of the assertion rights of any such chargepersons; the Company has not received any written or oral communications alleging that the Company has violated, claim infringed or litigationconflicted with, or, by conducting its business as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, would violate, infringe or conflict with, any of the Intellectual Property of any other person or entity. All licenses and other agreements The Company knows of no infringement by others of Intellectual Property owned by or licensed to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreement.

Intellectual Property. The Company, the Bank Company and the each of its Subsidiaries ownowns, or are is licensed or otherwise possess rights to use (in each case, free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresany Liens), trademarks, service marks and trade names (collectively, “Proprietary Rights”) all Intellectual Property used in or necessary for the conduct of its business as currently conducted. The use of any Intellectual Property by the business Company and its Subsidiaries does not, to the knowledge of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact infringe on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing otherwise violate the rights of any person or violating the terms of and is in accordance with any licensing or other agreement applicable license pursuant to which the Company, the Bank Company or any Company Subsidiary is a party and, to acquired the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact Intellectual Property. No person is challenging, infringing on the Company, the Bank or otherwise violating any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the CompanyCompany or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company or its Subsidiaries. Neither the Company nor any Company Subsidiary has received any written notice of any pending claim with respect to any Intellectual Property used by the Company or any Company Subsidiary and no Intellectual Property owned and/or licensed by the Company or any Company Subsidiary is being used or enforced in a manner that would be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the Bank or goodwill associated with the foregoing and registrations in any Subsidiary to use, or the validity jurisdiction of, and applications in any of jurisdiction to register, the Proprietary Rights foregoing, including any extension, modification or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion renewal of any such chargeregistration or application; inventions, claim discoveries and ideas, whether patentable or litigation. All licenses not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other agreements to which the Companyworks, the Bank whether copyrightable or not, in any Subsidiary is a party relating to Proprietary Rights are jurisdiction; and registrations or applications for registration of copyrights in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beany jurisdiction, and there have not been any renewals or extensions thereof; and there currently are not any defaults (similar intellectual property or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementproprietary rights.

Intellectual Property. The Company, the Bank and the Subsidiaries ownCompany own or possess, or are licensed or otherwise possess rights to use free and clear of all Liens have licenses to, all patents, patent rightsapplications, licensestrademarks, inventionsservice marks, trade names, trademark registrations, service xxxx registrations, copyrights, and know-how (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems information or procedures), trademarks, service marks and trade names ) (collectively, “Proprietary RightsIntellectual Property”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries Company as now currently conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiaryconducted. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the CompanyCompany will not infringe, misappropriate or conflict in any material respect with any Intellectual Property of others. The Company has not received any notice of any claim of infringement, misappropriation or conflict with any Intellectual Property of others in connection with the Bank or conduct of its business, and the Company is unaware of any Subsidiary, except for defaults, if any, facts which would not have form a reasonable basis for any material impact on such claim. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Bank Company’s rights in or to any SubsidiaryIntellectual Property owned or licensed by the Company (the “Company Intellectual Property”), and the Company is unaware of any facts which would form a reasonable basis for any such claim. The validityCompany has complied or will comply in all material respects with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company, continuation and effectiveness all such agreements are in full force and effect. Each person who is or was an employee or contractor of the Company and who is or was involved in the creation or development of any Company Intellectual Property has signed an agreement containing an assignment to the Company of such person’s rights in and to such Company Intellectual Property. Other than ordinary course activities consistent with past practice, all Company Intellectual Property owned by the Company and registered with any governmental authority has been duly maintained in accordance with applicable law in all material respects, including submission of all licenses necessary filings and other agreements relating payment of fees in accordance with the legal and administrative requirements of the appropriate jurisdictions. The Company has not received any notice or is otherwise aware of any facts or circumstances which would render any issued patents within the Company Intellectual Property invalid or unenforceable. To the knowledge of the Company, all material technical information developed by and belonging to the Proprietary Rights and Company which has not been patented has been kept confidential. To the current terms thereof will not be affected knowledge of the Company, there is no infringement or misappropriation by the transactions contemplated by this Agreementthird parties of any Company Intellectual Property.

Intellectual Property. The Company, Company owns or possesses the Bank and the Subsidiaries own, or are licensed or otherwise possess rights right to use free and clear of all Liens all patents, patent rightstrademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, copyrightssoftware, databases, know-how (including how, Internet domain names, trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names other intellectual property (collectively, “Proprietary RightsIntellectual Property”) used necessary to carry on its business as currently conducted, and as proposed to be conducted and described in the the SEC Filings, and the Company is not aware of any claim to the contrary or necessary for any challenge by any other person to the conduct rights of the business Company with respect to the foregoing except for those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the SEC Filings are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and are not in breach nor have received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. To the Company’s Knowledge, the Bank and the Subsidiaries Company’s business as now conducted and as proposed to be conducted as Previously Discloseddoes not and will not infringe or conflict with any valid and enforceable patents, except where the failure trademarks, service marks, trade names, copyrights, trade secrets, licenses or other Intellectual Property or franchise right of any person; and, if found to own such Proprietary Rights so infringe or conflict, would not do so in a manner or to an extent that it could have a Material Adverse Effect. No claim has been made against the Company alleging the infringement by the Company of any material impact on the Companypatent, the Bank trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any Subsidiaryperson. The CompanyCompany has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the Bank execution of appropriate nondisclosure and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiaryconfidentiality agreements. The validity, continuation and effectiveness consummation of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementAgreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use or hold for use any of the Intellectual Property as owned, used or held for use in the conduct of the businesses as currently conducted. With respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected, and to the Company’s Knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any “open source” or other similar license that provides for the source code of the software to be publicly distributed or dedicated to the public. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse.

Intellectual Property. The CompanyExcept for specific matters the Company is aware of that are accurately described in the Registration Statement, the Bank Pricing Disclosure Package and the Subsidiaries ownProspectus, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company owns, licenses, otherwise possesses, or are licensed or otherwise possess can promptly acquire on commercially reasonable terms, adequate rights to use free and clear of all Liens all inventions, patents, patent rightstrademarks, service marks, trade names, domain names, copyrights, licenses, inventions, copyrightstechnology, know-how (including how, trade secrets, applications secrets and other unpatented or unpatentable intellectual property and proprietary or confidential information, systems or procedures)procedures (including all goodwill associated with, trademarksand all registrations and applications for registration of, service marks and trade names the foregoing) (collectively, “Proprietary RightsIntellectual Property”) used in or necessary for or material to the conduct of its businesses as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted by it. Except for specific matters the Company is aware of that are accurately described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosedhas not infringed, except where the failure to own such Proprietary Rights would not have misappropriated or otherwise violated any Intellectual Property of others in any material impact on the Companyrespect, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted by it will not infringe, misappropriate or otherwise violate the Intellectual Property of others in any material respect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim (i) challenging the Bank Company’s rights in or to, or alleging the violation of any Subsidiaryof the terms of, any of its Intellectual Property; (ii) alleging that the Company has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property owned by or exclusively or co-exclusively licensed to the Company. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned or licensed by the Company is, to the knowledge of the Company, valid and enforceable, is solely owned, licensed or co-licensed by the Company, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively or co-exclusively licensed to the Company. The Company has at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, and no such Intellectual Property has been disclosed other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company, all of whom are bound by written obligations to maintain the confidentiality thereof, except for defaultsdisclosures that would not, if anyindividually or in the aggregate, which would not have any material impact on a Material Adverse Effect. To the knowledge of the Company, the Bank or any Subsidiary. The validityall founders, continuation current and effectiveness of all licenses former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements relating with the Company, pursuant to which the Proprietary Rights Company either (x) has obtained ownership of and is the exclusive owner of such Intellectual Property, or (y) has obtained a valid right to exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the current terms thereof will not Prospectus to be affected by the transactions contemplated by this Agreementconducted.

Intellectual Property. The CompanyExcept as has not had and would not reasonably be expected to have, individually or in the Bank aggregate, a Material Adverse Effect, (i) each of the Company and the Subsidiaries ownowns, or are is licensed or otherwise possess rights to use (in each case, free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresany Liens), trademarks, service marks and trade names (collectively, “Proprietary Rights”) all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (ii) the business use of any Intellectual Property by the Company and the Subsidiaries does not infringe on or otherwise violate the rights of any Person and is in accordance with any applicable license pursuant to which the Company or any Subsidiary acquired the right to use any Intellectual Property; (iii) to the knowledge of the Company, no Person is challenging, infringing on or otherwise violating any right of the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank Company or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right Subsidiaries with respect to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, Intellectual Property owned by and/or licensed to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, Company or the validity of, Subsidiaries; and (iv) neither the Company nor any of the Proprietary Rights Subsidiaries has received any written notice or challenging or questioning the validity or effectiveness otherwise has knowledge of any license pending claim, order or agreement pertaining thereto proceeding with respect to any Intellectual Property used by the Company or asserting the misuse thereofSubsidiaries and to its knowledge no Intellectual Property owned and/or licensed by the Company or the Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, andcancellation or unenforceability of such Intellectual Property. For purposes of this Section, the term "Intellectual Property" shall mean trademarks, service marks, brand names, 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 Company’s knowledgeforegoing, no valid basis exists for the assertion including any extension, modification or renewal of any such chargeregistration or application; inventions, claim discoveries and ideas, whether patentable or litigation. All licenses not, in any jurisdiction; patents, applications for patents (including, without limitation, divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any Person; writings and other agreements to which the Companyworks, the Bank whether copyrightable or not, in any Subsidiary is a party relating to Proprietary Rights are jurisdiction; registrations or applications for registration of copyrights in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beany jurisdiction, and there have not been any renewals or extensions thereof; and there currently are not any defaults (similar intellectual property or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementproprietary rights.

Intellectual Property. Other than as would reasonably be expected to result in a Material Adverse Change The Company, Company and its subsidiaries own or possess the Bank and the Subsidiaries own, or are licensed or otherwise possess rights right to use free and clear of all Liens all (i) patents, patent rightsapplications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, (“Intellectual Property Rights”) and (ii) inventions, copyrightssoftware, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures)works of authorships, trademarks, service marks marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade names secrets and other proprietary confidential information, systems, or procedures) (collectively, “Proprietary RightsIntellectual Property Assets”) used in or necessary for the to conduct of the business of the Companytheir respective businesses as currently conducted, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where and described in the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any SubsidiaryProspectus. The Company, the Bank Company and the Subsidiaries its subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct not received any opinion from their legal counsel concluding that any activities of their respective businesses without infringing infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any person Intellectual Property Rights or violating Intellectual Property Assets owned or used by the terms of any licensing Company or other agreement to which its subsidiaries. To the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any Subsidiary valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Other than as described in the Registration Statement, no material claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or the validity of, hold for use any of the Proprietary Intellectual Property Rights as owned, used or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists held for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are use in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementas currently conducted.

Intellectual Property. The Company and its subsidiaries own, or have a valid license to use or otherwise take advantage of, all Intellectual Property. To the knowledge of the Company, no claims or allegations have been made by anyone that the use or other exercise of any Intellectual Property by the Company and/or any subsidiary infringes or otherwise violates the rights of anyone, and, to the knowledge of the Company, the Bank use or other exercise by the Company and/or its subsidiaries of any Intellectual Property does not infringe on the rights of anyone. To the knowledge of the Company, no entity is infringing, misappropriating or otherwise violating the Intellectual Property. The Intellectual Property is exclusively owned by, or licensed to or by, the Company and/or its subsidiaries and the Subsidiaries ownowned Intellectual Property is not subject to any licenses or other encumbrances, other than encumbrances that do not materially interfere with the uses of such Intellectual Property. The Company and its subsidiaries have taken and, prior to the Effective Time will continue to take, such measures as are reasonably necessary to preserve and protect the Intellectual Property, other than third-party software generally available on a “shrink wrap” license or are licensed or otherwise possess rights to use free similar basis. The Company has provided Parent with true and clear correct copies of all Liens contracts relating to Intellectual Property to which the Company and/or any of its subsidiaries is a party. As used herein, “Intellectual Property“ includes all patents, patent rightscopyrights, licensestrade secrets, trademarks, trade names, service marks (including any applications for, and registrations of any of the foregoing), ideas, concepts, discoveries, know-how, technology, inventions, copyrightsimprovements, know-how modifications, techniques, processes, methods, operations, products, services, models, prototypes, logos, styles, designs (including trade secrets, applications and other unpatented whether the design is ornamental or unpatentable proprietary or confidential information, systems or proceduresotherwise), trademarkscomputer programs and related documentation, service marks other works of authorship, mask works and the like that are subject to patent, copyright, trade names (collectivelysecret, “Proprietary Rights”) trademark or other intellectual property protection, and are used in in, material to or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries Company and/or its subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementdate hereof.

Intellectual Property. The CompanyMykrolis Disclosure Schedule contains a complete and correct list of all material patents and registered trademarks, trade names, registered service marks, and registered copyrights, and all material applications for any of the Bank foregoing owned by Mykrolis and its Subsidiaries as of the date of this Agreement. With such exceptions as, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Mykrolis, to the knowledge of Mykrolis, Mykrolis or one of its Subsidiaries ownis the sole owner of or has the right to use without the payment of any fee or royalty to any other person (other than pursuant to Mykrolis Material Contracts or other agreements the non-disclosure of which therein does not constitute a misrepresentation under Section 4.01(i)) all Intellectual Property necessary to carry on their respective businesses substantially as currently conducted. As of the date of this Agreement, neither Mykrolis nor any of its Subsidiaries has received any written notice that any material Intellectual Property owned by or are exclusively licensed to Mykrolis and/or its Subsidiaries has been declared unenforceable or otherwise possess rights invalid by any court or governmental agency. As of the date of this Agreement, there is, to use free and clear the knowledge of all Liens all patentsMykrolis, patent rightsno material existing infringement, licensesmisappropriation or other violation by others of any Intellectual Property owned by or exclusively licensed to Mykrolis and/or its Subsidiaries. From January 1, inventions2002 to the date of this Agreement, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for neither Mykrolis nor any of its Subsidiaries has received any written notice alleging that the conduct operation of the business of Mykrolis or any of its Subsidiaries either infringes, misappropriates or otherwise violates in any material respect the CompanyIntellectual Property rights of others. Neither Mykrolis nor any of its Subsidiaries is a party to any settlements, covenants not to sxx, consents, decrees, stipulations, judgments, or orders resulting from suits, actions or similar legal proceedings which (i) restrict the Bank and rights of Mykrolis or any of its Subsidiaries to use any Intellectual Property material to the business of Mykrolis or any of its Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosedcurrently conducted, except where the failure to own such Proprietary Rights would not have (ii) restrict in any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for respect the conduct of their respective businesses without infringing the rights business of any person or violating the terms of any licensing or other agreement to which the Company, the Bank Mykrolis or any Subsidiary is a party andof its Subsidiaries as currently conducted in order to accommodate any third party’s Intellectual Property rights, or (iii) permit third parties to the Company’s knowledge, no person is infringing upon use any material Intellectual Property owned by or exclusively licensed to Mykrolis or any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementits Subsidiaries.

Intellectual Property. The Company, Company owns or possesses the Bank and the Subsidiaries own, or are licensed or otherwise possess rights valid right to use free all (i) valid and clear of all Liens all enforceable patents, patent rightsapplications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, copyrightssoftware, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures)works of authorships, trademarks, service marks marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade names secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary RightsIntellectual Property Assets”) used in or necessary for the to conduct of the its business of the Companyas currently conducted, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where and described in the failure to own such Proprietary Rights would not have any material impact on Time of Sale Disclosure Package and the Company, the Bank or any SubsidiaryProspectus. The CompanyCompany has not received any opinion from its legal counsel concluding that any activities of its business infringes, the Bank misappropriates, or otherwise violates, valid and the Subsidiaries have the right enforceable Intellectual Property Rights of any other person, and has not received written notice of any challenge, which is to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing its Knowledge still pending, by any other person to the rights of the Company with respect to any person Intellectual Property Rights or violating the terms of any licensing Intellectual Property Assets owned or other agreement to which used by the Company, . To the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right Knowledge of the Company, the Bank or any Subsidiary to useCompany’s business as now conducted does not infringe, misappropriate, or the validity ofotherwise violate, any of the Proprietary valid and enforceable Intellectual Property Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting other person. To the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations Knowledge of the Company, all licenses for the Bank use of the Intellectual Property Rights described in the Time of Sale Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or such Subsidiaryagainst the parties thereto in accordance to its terms, subject except (i) as limited by laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar laws the relief of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may bedebtors, and there have (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principals of equity. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any intellectual property license, and the Company has no Knowledge of any breach or anticipated breach by any other person to any intellectual property license. Except as described in the Time of Sale Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and there currently are safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement and the Warrants will not result in the loss or impairment of or payment of any defaults (or additional amounts with respect to, nor require the consent of any event thatother person in respect of, with notice or lapse of timethe Company’s right to own, use, or bothhold for use any of the Intellectual Property Rights as owned, would constitute a default) by the Company, the Bank used or any Subsidiary under any license or other agreement affecting Proprietary Rights used held for use in or necessary for the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company, ’s business. No claims have been asserted or threatened against the Bank Company alleging a violation of any person’s privacy or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank personal information or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights data rights and the current terms thereof will not be affected by consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by this Agreementthe Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and which relate to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company.

Intellectual Property. The Company, Company and its subsidiaries own or possess the Bank and the Subsidiaries own, or are licensed or otherwise possess rights valid right to use free all (i) valid and clear of all Liens all enforceable patents, patent rightsapplications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, copyrightssoftware, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures)works of authorships, trademarks, service marks marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade names secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary Rights”"Intellectual Property Assets") used in or necessary for the to conduct of the business of the Companytheir respective businesses as currently conducted, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where and described in the failure to own such Proprietary Rights would not have any material impact on General Disclosure Package and the Company, the Bank or any SubsidiaryProspectus. The Company, the Bank Company and the Subsidiaries its subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct not received any opinion from their legal counsel concluding that any activities of their respective businesses without infringing infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their Knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any person Intellectual Property Rights or violating Intellectual Property Assets owned or used by the terms of any licensing Company or other agreement to which the Company, the Bank or any Subsidiary is a party and, to its subsidiaries. To the Company’s knowledgeKnowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the General Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person is infringing upon in respect of, the Company's right to own, use, or hold for use any of the Proprietary RightsIntellectual Property Rights as owned, except where the infringement of used or lack of a right to held for use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementas currently conducted.

Intellectual Property. The CompanySection 5.17 of the Apple Disclosure Schedule identifies (i) all applied for and registered trademarks and service marks, the Bank and the Subsidiaries owntrade names, or are licensed or otherwise possess rights to use free and clear of all Liens all patentsdomain names, patent rights, licenses, inventions, registered copyrights, know-how (including trade secretspending and issued patents owned, applications and other unpatented used or unpatentable proprietary licensed by or confidential information, systems to Apple or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for any of its Subsidiaries that are material to the conduct of the business of the CompanyApple and its Subsidiaries, the Bank and the (ii) all agreements and licenses relating to trademarks, technology, know-how or processes that Apple or its Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank is licensed or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary authorized to use, or the validity ofwhich it licenses or authorizes others to use, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, that is material to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the CompanyApple and its Subsidiaries (collectively, the Bank “Apple Intellectual Property”). Apple and its Subsidiaries own and possess all rights, title and interest in and to, or as of the Closing, will own and possess all rights, title and interest in and to, free and clear of all Encumbrances, all of the Apple Intellectual Property and, as of the Closing, all of the Apple Intellectual Property will be in the name of Apple or its Subsidiaries. Apple and its Subsidiaries own or have the right to use the Apple Intellectual Property without infringing or violating the rights of any third parties, except where such infringement or violation would not, individually or in the aggregate, reasonably be expected to have an Apple Material Adverse Effect. No consent of any third party will be required for the use by the Surviving Corporation or its Subsidiaries of the Apple Intellectual Property after the Effective Time. There are no claims asserted in writing by any Person against Apple or any Subsidiary, except for defaults, if any, which would not have of its Subsidiaries regarding the ownership of or the right to use any material impact on Apple Intellectual Property or challenging the Company, the Bank rights of Apple or any Subsidiaryof its Subsidiaries with respect to any of the Apple Intellectual Property which would, individually or in the aggregate, reasonably be expected to have an Apple Material Adverse Effect. The validityTo the Knowledge of Apple as of the date hereof, continuation and effectiveness there is no infringement or misappropriation of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected Apple Intellectual Property by the transactions contemplated by this Agreementany Person.

Intellectual Property. (i) The Company, the Bank Company and the Company Subsidiaries own, or are licensed or otherwise possess rights to use own (free and clear of all any Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresthan Permitted Liens), trademarks, service marks and trade names (collectively, “Proprietary Rights”exclusive licenses or non-exclusive licenses not granted in the ordinary course of business) or have a valid license to use all Intellectual Property used in or necessary for the conduct of the to carry on their business of as currently conducted, and (ii) such Intellectual Property referenced in clause (i) above is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the Company’s or the Company Subsidiaries’ use of, the Bank or rights to, such Intellectual Property. The Company and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Company Subsidiaries have the right sufficient rights to use all Proprietary Rights Intellectual Property used in their business as presently conducted, all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or necessary for the conduct of their respective businesses without infringing misappropriation of, or any conflict with, the rights of others with respect to any person or violating the terms of Intellectual Property, and no reasonable basis exists for any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to such claim. To the Company’s knowledge, no person is infringing upon any third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Proprietary RightsCompany or the Company Subsidiaries. There is no litigation, except where the infringement of opposition, cancellation, proceeding, objection or lack of a right to use such Proprietary Rights would not have any material impact on the Companyclaim pending, the Bank or any Subsidiary. Except as Previously Disclosedasserted, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank Company or any Company Subsidiary contesting concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, any Intellectual Property. To the knowledge of the Company, none of the Bank Company or any Subsidiary to use, or the validity of, any of the Proprietary Rights Company Subsidiaries is using or challenging enforcing any Intellectual Property owned by or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, licensed to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank Company or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the CompanyCompany Subsidiaries in a manner that would be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. The Company and each of the Bank Company Subsidiaries has taken commercially reasonable measures to protect the Intellectual Property owned by or such Subsidiary, subject licensed to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (Company or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementCompany Subsidiaries.

Intellectual Property. The Company2.34.1 Except as set forth in the Registration Statement, the Bank Pricing Prospectus and the Prospectus, (i) the Company and its Subsidiaries own, own or are licensed or otherwise possess rights have the right to use free and clear of all Liens pursuant to license, sublicense, agreement or permission, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks marks, patent applications, trade names, copyrights, trade secrets, domain names, information, proprietary rights and trade names processes (collectively, “Proprietary RightsIntellectual Property”) used in or that are necessary for the conduct of the business of the CompanyCompany and its Subsidiaries now operated by them, the Bank and the Subsidiaries as now conducted and or as proposed to be conducted operated by them, as Previously Discloseddescribed in the Registration Statement, the Pricing Prospectus and the Prospectus, except where the for such failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use as would not have a Material Adverse Effect, without any material conflict with or infringement of the interests of others, and the Company and its Subsidiaries have taken all Proprietary Rights reasonable steps necessary to secure or perfect their interests in such Intellectual Property and have taken all reasonable steps necessary to secure assignment of such Intellectual Property from their employees and contractors, (ii) the Company has no knowledge of any infringement by any third party of any Intellectual Property of the Company and its Subsidiaries, (iii) the Company is not a party to outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company and its Subsidiaries except as would not have a material adverse effect on the assets, business or operations of the Company and its Subsidiaries, taken as a whole, (iv) the Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any Subsidiary, and all such agreements are in full force and effect, (v) to the Company’s knowledge after due inquiry, none of the technology or information employed by the Company and its Subsidiaries has been obtained or is being used by the Company and its Subsidiaries in violation of any contractual or necessary for fiduciary material obligation binding on the conduct Company and its Subsidiaries or any of its or their respective businesses without infringing directors or executive officers, or any of its or their employees, or otherwise in violation of the rights of any person or violating third party, (vi) neither the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon Company nor any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have its Subsidiaries has received any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted written or, to the Company’s knowledge, threatened against oral communications alleging that the CompanyCompany or its Subsidiaries has violated, infringed or conflicted with, or, by conducting its business as set forth in the Registration Statement, the Bank Pricing Prospectus and the Prospectus (including the commercialization of products or any Subsidiary contesting the right of the Companyservices under development), the Bank violates, infringes or any Subsidiary to use, or the validity of, conflicts with any of the Proprietary Rights or challenging or questioning the validity or effectiveness Intellectual Property of any license other person or agreement pertaining thereto entity or asserting engages in unfair competition or trade practice, and the misuse thereofCompany is unaware of any facts which could form a reasonable basis for such allegations, and (vii) and the Company and its Subsidiaries have taken reasonable measures to prevent the unauthorized dissemination or publication of their confidential information and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim extent required to do so by contract or litigation. All licenses and other agreements to which the Companyunder law, the Bank or any Subsidiary is a party relating to Proprietary Rights are confidential information of third parties in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementtheir possession.

Intellectual Property. The CompanyExcept as described in the Registration Statement, the Bank Pricing Disclosure Package and the Subsidiaries Prospectus and as would not, individually or in the aggregate, have a Material Adverse Effect: (i) the Company and its subsidiaries own, or are licensed or otherwise possess have adequate rights to use free and clear of all Liens use, or can acquire on reasonable terms all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks marks, trade names, domain names and other source indicators, copyrights and copyrightable works, know-how, trade names secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing) (collectively, “Proprietary RightsIntellectual Property”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing as now conducted or as contemplated in the rights Registration Statement, Pricing Disclosure Package and Prospectus to be conducted by them; (ii) the Company is unaware of any facts which would form a reasonable basis for an action, suit, proceeding or claim asserting that the Company has infringed, misappropriated or otherwise violated, or would upon the commercialization of any product described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as under development infringe, misappropriate or otherwise violate, any Intellectual Property of any person or violating entity; (iii) to the terms knowledge of any licensing or other agreement to which the Company, the Bank all Intellectual Property owned by or any Subsidiary is a party and, exclusively licensed to the Company’s knowledge, no person Company and its subsidiaries is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, valid and enforceable; (iv) to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated, and has not been infringed, misappropriated or otherwise violated, by any person or entity; (v) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property the value of which to the Company or any Subsidiary of its subsidiaries is contingent upon maintaining the confidentiality thereof, and to usethe knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, all of whom are bound by written confidentiality agreements, (vi) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by any third party (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, (B) challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, or (C) alleging that the validity of, Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property of any third party, (vii) to the Proprietary Rights knowledge of the Company, there is no pending or threatened action, suit proceeding or claim by any third party challenging the validity, enforceability or questioning scope of any Intellectual Property exclusively licensed to the validity Company or effectiveness any of its subsidiaries and (viii) each agreement pursuant to which the Company or any of its subsidiaries obtains any license or other rights to any Intellectual Property is a valid and binding agreement pertaining thereto of the Company and its subsidiaries and is in full force and effect, and none of the Company or asserting any of its subsidiaries or, to the misuse thereofknowledge of the Company, any other party to any such agreement, is in default or breach under any terms of any such agreement and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations knowledge of the Company, the Bank no event or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event circumstance has occurred that, with notice or lapse of time, time or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct event of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementdefault thereunder.

Intellectual Property. The Company, the Bank Company and the each of its Subsidiaries own, owns or are licensed or otherwise possess possesses valid and binding licenses and other rights to use free (in the manner and clear of all Liens the geographic areas in which they are currently used) without payment all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarkstrade names, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed trademarks material to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiaryits business. The Company’s Disclosure Letter sets forth a complete and correct list of all material trademarks, trade names, service marks and copyrights owned by or licensed to the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank Company or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to its Subsidiaries for use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beits business, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating thereto and all agreements relating to third party intellectual property that the Company or any of its Subsidiaries is licensed or authorized to use in its business, including without limitation any software licenses but excluding any so-called “shrink-wrap” license agreements and other similar computer software licensed in the ordinary course of business and/or otherwise resident on desktop computers (collectively, the “Intellectual Property”). With respect to each item of Intellectual Property owned by the Company or any of its Subsidiaries, the owner possesses all right, title and interest in and to the Proprietary Rights item, free and clear of any Lien. With respect to each item of Intellectual Property that the Company or any of its Subsidiaries is licensed or authorized to use, the license, sublicense or agreement covering such item is legal, valid, binding, enforceable and in full force and effect as to the Company and the current terms thereof will not be affected by Subsidiaries. Neither the transactions contemplated by this AgreementCompany nor any of its Subsidiaries has received any charge, complaint, claim, demand or notice alleging any interference, infringement, misappropriation or violation with or of any intellectual property rights of a third party (including any claims that the Company or any of its Subsidiaries must license or refrain from using any intellectual property rights of a third party). To the knowledge of the Company, neither the Company nor any of its Subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any intellectual property rights of third parties and no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with any intellectual property rights of the Company or any of its Subsidiaries.

Intellectual Property. The CompanyEach of the Company and its Subsidiaries owns, possesses or can obtain on commercially reasonable terms sufficient legal rights to all Intellectual Property necessary to the Bank Business of each of the Company and the its Subsidiaries ownas presently conducted without any conflict with, or are licensed infringement or otherwise possess rights to use free and clear misappropriation, of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Companyothers, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of which could reasonably be expected to have a right to use such Proprietary Rights would not have any material impact on the CompanyMaterial Adverse Change. There are no outstanding options, the Bank licenses or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights Intellectual Property owned or purported to be owned by each of the Company and its Subsidiaries, and each of the current terms Company and its Subsidiaries is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property of any other person or entity. Each of the Company and its Subsidiaries has not received any written communication alleging that each of the Company and its Subsidiaries has violated or, by conducting its Business as currently conducted, would violate any of the Intellectual Property of any other Person, nor is each of the Company and its Subsidiaries or any Seller aware of any basis therefor. Except as described in agreements provided to Buyer, each of the Company and its Subsidiaries is not obligated to make any payments by way of royalties, fees or otherwise to any owner or licensor of or claimant to any Intellectual Property with respect to the use thereof will not be affected in connection with the conduct of its Business as presently conducted. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which each of the Company and its Subsidiaries is a party or by which it is bound which involve indemnification by each of the transactions contemplated by this AgreementCompany and its Subsidiaries with respect to infringements of Intellectual Property.

Intellectual Property. The Company, (a) Schedule 3.14(a) of the Bank Disclosure Schedules sets forth a true and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear complete list of all Liens all patentsregistered Marks, patent rightspending applications for registrations of Marks, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for unregistered Marks that are material to the conduct operation of the business of the Company, the Bank Company and the its Subsidiaries as now conducted currently conducted, Patents and as proposed registered Copyrights owned (in whole or in part) by or exclusively licensed to be conducted as Previously Disclosedthe Company or any of its Subsidiaries, except where and unregistered Copyrights in all software products made commercially available by the failure Company and its Subsidiaries (collectively, “Company Listed IP”), identifying for each whether it is owned by or exclusively licensed to own such Proprietary Rights would not have any material impact on the Company or the relevant Subsidiary. To the Knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Bank Company (collectively, “Company IP”), including all Company IP issued by or registered with the U.S. Patent and Trademark Office, the U.S. Copyright Office or any Subsidiarysimilar office or agency anywhere in the world (collectively “Company Registered IP”) (other than patent applications or applications to register trademarks or copyrights), is subsisting, valid and enforceable. The CompanyExcept as set forth on Schedule 3.14(a) of the Disclosure Schedules, neither the Bank and Company nor any of its Subsidiaries has received any written notice or claim challenging the Subsidiaries have the right to use all Proprietary Rights used in validity or necessary for the conduct of their respective businesses without infringing the rights enforceability of any person Company IP or violating alleging any misuse of such Company IP. Neither the terms Company nor any of its Subsidiaries has taken any action or failed to take any action that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any licensing of the Company Listed IP, except for any issuances, registrations or other agreement applications for any Company Listed IP that the Company or its Subsidiaries has permitted to which the Companyexpire or has cancelled or abandoned in their reasonable business judgment. No Company Listed IP has been or is now involved in any interference, the Bank reissue, reexamination, opposition, cancellation or any Subsidiary is a party similar proceeding and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right Knowledge of the Company, the Bank no such action is or any Subsidiary has been threatened with respect to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementCompany Listed IP.

Intellectual Property. The CompanyExcept as disclosed in the Registration Statement, General Disclosure Package, and Prospectus, the Bank Company and the Subsidiaries ownhave, or are licensed or otherwise possess have rights to use free and clear of all Liens use, all patents, patent rightsapplications, licensestrademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, know-how (including trade secretslicenses, applications and other unpatented intellectual property rights and similar rights it believes are necessary or unpatentable proprietary required for use in connection with their respective businesses as described in the Registration Statement, the General Disclosure Package, or confidential information, systems or procedures), trademarks, service marks the Prospectus and trade names which the failure to so have could have a Material Adverse Effect (collectively, the “Proprietary Intellectual Property Rights”) used in or necessary for ). To the conduct of the business knowledge of the Company, the Bank and Company is not now infringing any valid claim of any issued patents, copyrights, or trademarks of others. The Company has not conducted a “freedom to operate” study. Neither the Subsidiaries as now conducted and as proposed Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired, terminated, or been abandoned, or is expected to expire or terminate or be conducted as Previously Disclosedabandoned, within two (2) years from the date of this Agreement, except where the failure to own such Proprietary Rights action would not reasonably be expected to have a Material Adverse Effect or as disclosed in the Registration Statement. Other than as specifically described in the Registration Statement, the General Disclosure Package, or the Prospectus, neither the Company nor any material impact on Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, the Prospectus, or the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Company’s products or planned products as described in the Registration Statement, the General Disclosure Package, or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all of the Bank or Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any Subsidiaryof the Intellectual Property Rights. The Company, the Bank Company and the Subsidiaries have taken reasonable security measures to protect the right to use secrecy, confidentiality, and value of all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rightsintellectual properties, except where failure to do so could not, individually or in the infringement of or lack of aggregate, reasonably be expected to have a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementMaterial Adverse Effect.

Intellectual Property. The Company, Company and its Subsidiaries own or possess the Bank and the Subsidiaries ownright to use, or are licensed or otherwise possess rights has a reasonable basis to use free and clear of believe that it can acquire on reasonable terms the right to use, all Liens all (i) patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks marks, service mark registrations, Internet domain name registrations, copyrights, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary RightsIntellectual Property Assets”) necessary to conduct its businesses as currently conducted and described in the Registration Statement and the Prospectus, and which the failure to own or have such rights would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any opinion from its legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company and its Subsidiaries, which if determined adversely against the Company would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the business of the Company and its subsidiaries as now conducted does not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. To the knowledge of the Company, all licenses for the use of the Intellectual Property Rights described in the Registration Statement and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company and its subsidiaries have complied in all material respects with, and are not in breach nor have received any written notice of any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach by any other person to any Intellectual Property license. No claim has been made against the Company nor its Subsidiaries alleging the infringement by the Company or its Subsidiaries of any patent, trademark, service mark, trade name, copyright, trade secret, license in or necessary other intellectual property right or franchise right of any person, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries have taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated herein will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require any further consent of any other person in respect of, the right of the Company and its Subsidiaries to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company and its Subsidiaries have taken reasonable actions to obtain ownership of works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and its Subsidiaries and which relate to the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right licenses to use such Proprietary Rights would not have any material impact on the Company, the Bank works of authorship or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementinventions.

Intellectual Property. The CompanyExcept for specific matters described in the General Disclosure Package and the Final Prospectus, the Bank Company and the Subsidiaries its subsidiaries own, possess or are licensed or otherwise possess can acquire on reasonable terms, sufficient rights to use free and clear of use, all Liens trademarks, service marks, trade names (including all patentsgoodwill associated with the foregoing), patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, copyrightstechnology, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential informationintellectual property and similar rights, systems or procedures), trademarks, service marks including registrations and trade names applications for registration thereof (collectively, “Proprietary Intellectual Property Rights”) used in or necessary for material to the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as or proposed in the General Disclosure Package or the Final Prospectus to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiaryby them. The CompanyCompany has taken reasonable and customary actions to prosecute and maintain each material patent and patent application owned by or exclusively licensed to the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has infringed, misappropriated or otherwise violated the Bank Intellectual Property Rights of any third party in a manner that could reasonably be expected to have a Material Adverse Effect. Neither the manufacture of, nor the use or sale of, any of the product candidates described in the General Disclosure Package and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the CompanyFinal Prospectus, the Bank or any Subsidiary is a party andwould, to the Company’s knowledge, materially infringe or otherwise materially violate the Intellectual Property Rights of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no person is infringing upon rights of third parties to any of the Proprietary RightsIntellectual Property Rights owned or purported to be owned by the Company or its subsidiaries, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, (ii) to the Company’s knowledge, threatened against the Companythere is no infringement, the Bank misappropriation, breach, default or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to useother violation, or the validity of, occurrence of any event that with notice or the passage of time would constitute any of the Proprietary Rights or challenging or questioning the validity or effectiveness foregoing, by any third party of any license of the Intellectual Property Rights of the Company or agreement pertaining thereto any of its subsidiaries, (iii) none of the Intellectual Property Rights used or asserting held for use by the misuse thereofCompany or any of its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or in violation of any rights of any third party, and, (iv) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof and (v) to the Company’s knowledge, all Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries are valid and enforceable. Except as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect, there is no valid basis exists for pending or threatened action, suit, proceeding or claim by any third party (x) challenging the assertion Company’s or any of its subsidiaries’ rights in or to, or alleging the violation of any such chargeof the terms of, claim any of their Intellectual Property Rights, (y) challenging the validity, enforceability or litigation. All licenses and other agreements scope of any Intellectual Property Rights owned by or exclusively licensed to which the Company, the Bank Company or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute validof its subsidiaries, binding and enforceable obligations of or (z) alleging that the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (Company or any event thatof its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with notice or lapse any Intellectual Property Rights of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementthird party.

Intellectual Property. The CompanyExcept as set forth in Section 3.1(o) of the Disclosure Schedule and except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the Bank aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) the Company and the Subsidiaries owneach of its subsidiaries owns, or are is licensed or otherwise possess rights to use free and (in each case, clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresany Liens), trademarks, service marks and trade names all Intellectual Property (collectively, “Proprietary Rights”as defined below) used in or necessary for the conduct of its business as currently conducted; (b) the business use of any Intellectual Property by the Company, the Bank Company and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would its subsidiaries does not have any material impact infringe on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing otherwise violate the rights of any person or violating the terms of and is in accordance with any licensing or other agreement applicable license pursuant to which the Company, the Bank Company or any Subsidiary is a party and, subsidiary acquired the right to use any Intellectual Property; and (c) to the knowledge of the Company’s knowledge, no person is challenging, infringing upon on or otherwise violating any right of the Company or any of its subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company or its subsidiaries and (d) neither the Company nor any of its subsidiaries has received any written notice of any pending claim with respect to any Intellectual Property used by the Company and its subsidiaries and to its knowledge no Intellectual Property owned and/or licensed by the Company or its subsidiaries is being used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean trademarks, service marks, brand names 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; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including, without limitation, divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not, in any jurisdiction; registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; any similar intellectual property or proprietary rights; and any claims or causes of action arising out of or relating to any infringement or misappropriation of any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementforegoing.

Intellectual Property. The Company(a) As used herein "Intellectual Property" means inventions, patents, patent applications (pending or otherwise), copyrights, service marks, trademarks, trade names, brand names, and registrations or applications for registration of any of the foregoing; and trade secrets, know-how, and the intellectual property rights subsisting in computer software and databases. (b) Section 2.17(b) of the Company Disclosure Schedule contains a list of the material patents and registered trademarks, and pending applications therefor, owned by the Company and its Subsidiaries as of the date hereof. Section 2.17(b) of the Company Disclosure Schedule contains a list of all material Intellectual Property licensed by the Company or any of its Subsidiaries from any Person as of such date and a list of all material Intellectual Property licensed by any Person from the Company or any of its Subsidiaries as of such date. Except as set forth in Section 2.17(b) of the Company Disclosure Schedule and except as would not be reasonably likely to have a Company Material Adverse Effect, the Bank Company or its Subsidiaries have (i) good and the Subsidiaries own, or are licensed or otherwise possess rights to use marketable title (free and clear of liens or encumbrances of any kind) to and (ii) the exclusive right to sell, transfer, assign and license all Liens all patentsright, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications title and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks interest in and trade names (collectively, “Proprietary Rights”to the Intellectual Property listed as being owned by the Company and its Subsidiaries in Section 2.17(b) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any SubsidiaryCompany Disclosure Schedule. Except as Previously Disclosedset forth in Section 2.17(b) of the Company Disclosure Schedule and except as would not be reasonably likely to have a Company Material Adverse Effect, no charges, claims or litigation have the Intellectual Property listed as being owned by the Company and its Subsidiaries in Section 2.17(b) of the Company Disclosure Schedule has been asserted or, duly registered to the Company’s knowledgeextent applicable with, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to usefiled in, or issued by the validity ofappropriate governmental agency in each appropriate jurisdiction, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereofsuch registration, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses filing and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are issuance remains in full force and effect and constitute valid, binding and enforceable obligations to the knowledge of the CompanyCompany no claim adverse to the interests of the Company or its Subsidiaries has been asserted, in litigation or otherwise with respect to such Intellectual Property. Except as set forth in Section 2.17(b) of the Company Disclosure Schedule and except as would not be reasonably likely to have a Company Material Adverse Effect, the Bank or such Subsidiary, subject Company and its Subsidiaries have performed all material obligations required to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may bebe performed by them, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary in default under any license or other agreement affecting Proprietary Rights used in granting them the right to use, or necessary for the conduct of the business of the Companyotherwise relating to, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any SubsidiaryIntellectual Property. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreement.12

Intellectual Property. The Company, Company and its subsidiaries own or possess the Bank and the Subsidiaries own, or are licensed or otherwise possess valid rights to use free all (i) trademarks, trademark registrations, service marks, Internet domain name registrations, and clear of all Liens all goodwill associated with the foregoing, patents, patent rights, licenses, inventionsapplications, copyrights, copyright registrations and trade secrets (the “Intellectual Property Rights”) and (ii) inventions, software, works of authorship, trade names, know-how how, databases, formulae, Internet domain names, and other intellectual property (including trade secrets, applications and other unpatented or and/or unpatentable proprietary or confidential information, systems systems, or procedures), trademarks, service marks and trade names ) (collectively, “Proprietary RightsIntellectual Property Assets”) used necessary to conduct their respective businesses as currently conducted and described in or necessary for the conduct of Prospectus; provided that the business of foregoing representation is made only to the Company, the Bank ’s knowledge as it concerns third-party Intellectual Property Rights and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any SubsidiaryIntellectual Property Assets. The Company, the Bank Company and the Subsidiaries its subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct not received any written opinion from their legal counsel concluding that any activities of their respective businesses without infringing the rights businesses, each as currently conducted, infringe, misappropriate, or otherwise violate valid and enforceable Intellectual Property Rights of any person or violating third party, and the terms Company and its subsidiaries have not received written notice of any licensing pending or other agreement to which threatened action, suit, proceeding or claim by any third party challenging the Company’s and its subsidiaries’ rights in or to any of their respective Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the Company’s knowledge, the Bank Company and its subsidiaries’ respective businesses do not infringe, misappropriate or otherwise violate any Subsidiary is a party Intellectual Property Rights of any third party. All licenses for the use of the Intellectual Property Rights by the Company described in the Prospectus are valid, binding upon, and enforceable against the Company and, to the Company’s knowledge, the other parties thereto in accordance to its terms. The Company and its subsidiaries have complied in all material respects with, and are not in breach in any material respect nor have received any written asserted or threatened claim of breach of any intellectual property license, and the Company and its subsidiaries have no person knowledge of any breach or anticipated breach by any third party with respect to any intellectual property license to which the Company is infringing upon a party. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property Rights sufficient, in the Company’s reasonable business judgment, for the conduct of their businesses as currently conducted and described in the Prospectus, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any third party in respect of, the Company’s and its subsidiaries’ right to own, use, or hold for use any of the Proprietary Rightsmaterial Intellectual Property Rights as owned, except where used or held for use in the infringement conduct of their business as currently conducted. The Company and its subsidiaries have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or lack held for use by the Company in the conduct of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to business. To the Company’s knowledge, no valid basis exists for claims have been asserted or threatened against the assertion Company or its subsidiaries alleging a violation of any such charge, claim person’s privacy or litigation. All licenses personal information or data rights and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations consummation of the Companytransactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of timedata protection, or boththe collection and use of personal information collected, would constitute a default) used, or held for use by the Company, the Bank Company or any Subsidiary under any license or other agreement affecting Proprietary Rights used its subsidiaries in or necessary for the conduct of the business of the Company, the Bank or any Subsidiarytheir businesses, except for defaults, if any, which where any such breach or violation would not have any material impact on the Company, the Bank or any Subsidiaryreasonably be expected to result in a Material Adverse Effect. The validityCompany and its subsidiaries take commercially reasonable measures to ensure that such information is protected against unauthorized access, continuation use, modification, or other misuse. The Company and effectiveness its subsidiaries have used commercially reasonable efforts to obtain ownership of all licenses works of authorship and other inventions made by their employees, consultants and contractors during the time they were employed by or under contract with the Company and its subsidiaries and which are material to their businesses. All founders and key employees have signed confidentiality and invention assignment agreements relating to with the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementCompany or its applicable subsidiary.

Intellectual Property. The CompanyEmployee shall not, the Bank and the Subsidiaries ownat any time, have or are licensed claim any right, title or otherwise possess interest in any trade name, patent, trademark, copyright, trade secret, intellectual property, methodologies, technologies, procedures, concepts, ideas or other similar rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary RightsIntellectual Property”) belonging to the Company or any of its affiliates and shall not have or claim any right, title or interest in or to any material or matter of any kind prepared for or used in connection with the business or necessary promotion of the Company or any of its affiliates, whether produced, prepared or published in whole or in part by the Employee or by the Company or any of its affiliates. All Intellectual Property that is conceived, devised, made, developed or perfected by the Employee, alone or with others, during the Employee’s employment that is related in any way to the Company’s or any of its affiliates’ business or is devised, made, developed or perfected utilizing equipment or facilities of the Company or its affiliates shall be works for hire and become the conduct sole, absolute and exclusive property of the Company. If and to the extent that any of such Intellectual Property should be determined for any reason not to be a work for hire, the Employee hereby assigns to the Company all of the Employee’s right, title and interest in and to such Intellectual Property. At the reasonable request and expense of the Company but without charge to the Company, whether during or at any time after the Employee’s employment with the Company, the Employee shall cooperate fully with the Company and its affiliates in the securing of any trade name, patent, trademark, copyright or intellectual property protection or other similar rights in the United States and in foreign countries, including without limitation, the execution and delivery of assignments, patent applications and other documents or papers. In accordance with the Illinois Employee Patent Act, 765 ILCS 1060, the Employee is hereby notified by the Company, and understands, that the foregoing provisions do not apply to an invention for which no equipment, supplies, facilities or trade secret information of the Company or any of its affiliates was used and which was developed entirely on the Employee’s own time, unless (i) the invention relates (A) to the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank Company or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, (B) to the Company’s knowledge, no person is infringing upon or any of its affiliate’s actual or demonstrably anticipated research and development, or (ii) the Proprietary Rights, except where invention results from any work performed by the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on Employee for the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreement.

Intellectual Property. The Company, the Bank Company and the Subsidiaries owneach Subsidiary owns or possesses, or are licensed or otherwise possess rights has the right to use free and clear of use, all Liens all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used currently employed or required by it in or necessary for the conduct of connection with the business of currently conducted by it as described in the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously DisclosedSEC Reports, except where such as the failure to so own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries possess or have the right to use all Proprietary Rights used would not have, singly or in or necessary for the conduct of their respective businesses without infringing aggregate, a Material Adverse Effect on the rights of any person or violating Company and the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is Subsidiaries taken as a party and, to whole. To the Company’s knowledge, there are no person is infringing upon any of valid and enforceable United States patents that are infringed by the Proprietary Rights, except where business currently conducted by the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank Company or any Subsidiary, or as currently proposed to be conducted by the Company or any Subsidiary, as described in the SEC Reports and which infringement would have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to The Company is not aware of any basis for a finding that the Company’s knowledge, threatened against the Company, the Bank Company or any Subsidiary contesting does not have valid title or license rights to the right of patents and patent applications referenced in the Company, SEC Reports as owned or licensed by the Bank Company or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereofSubsidiary, and, to the Company’s knowledge, no valid basis exists for neither the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or Company nor any Subsidiary is subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party relating to Proprietary Rights are in full force and effect and constitute validany contract, binding and enforceable obligations which restricts or impairs the use of any of the Company, foregoing which would have a Material Adverse Effect on the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium Company and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, the Subsidiaries taken as a whole. Neither the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or Company nor any Subsidiary under has received any license written notice of infringement of or other agreement affecting Proprietary Rights used in or necessary for the conduct conflict with asserted rights of any third party with respect to the business of currently conducted by it as described in the CompanySEC Reports and which, if determined adversely to the Bank Company or any Subsidiary, except for defaults, if any, which would not have any material impact a Material Adverse Effect on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights Company and the current terms thereof will not be affected by Subsidiaries taken as a whole and the transactions contemplated by this AgreementCompany has no knowledge of any facts or circumstances that would serve as a reasonable basis for any such claims.

Intellectual Property. The CompanyExcept as disclosed in the Registration Statement or the Prospectus, the Bank Company and its subsidiaries own or possess the Subsidiaries own, or are licensed or otherwise possess rights valid right to use free all (i) valid and clear of all Liens all enforceable patents, patent rightsapplications, licensestrademarks, inventionstrademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, know-how copyright registrations, licenses and trade secret rights (including trade secrets“Intellectual Property Rights”) and (ii) inventions, applications and other unpatented or unpatentable proprietary or confidential informationsoftware, systems or procedures)works of authorships, trademarks, service marks marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade names secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary RightsIntellectual Property Assets”) used necessary to conduct their respective businesses as currently conducted, except to the extent that the failure to own, possess, license or have other rights to use such Intellectual Property Rights or Intellectual Property Assets would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or necessary for otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the conduct rights of the business Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Bank Company and the Subsidiaries its subsidiaries’ respective businesses as now conducted do not constitute infringement of, misappropriation of, or other violation of, any valid and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary enforceable Intellectual Property Rights would not have of any material impact on the Company, the Bank or any Subsidiaryother person. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary All licenses for the conduct use of their respective businesses without infringing the rights of any person or violating Intellectual Property Rights described in the terms of any licensing or other agreement Prospectus to which the Company, the Bank or any Subsidiary Company is a party andare, to the Company’s knowledge, valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. The Company has complied in all material respects with, and is not in material breach nor has received any written notice of any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any material breach by any other person to any Intellectual Property license to which the Company is infringing upon a party. Except as described in the Prospectus, no claim has been made in writing against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Proprietary RightsIntellectual Property Rights as owned, except where the infringement of used or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) held by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used Company for use in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementas currently conducted.

Intellectual Property. The Company, Company and its subsidiaries own or possess the Bank and the Subsidiaries own, or are licensed or otherwise possess rights right to use free and clear of all Liens all patents, patent rights, licensesapplications, inventions, copyrightslicenses, know-how (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks marks, trade names, domain names, and trade names copyrights, and registrations and applications for registration of any of the foregoing (collectively, “Proprietary RightsIntellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future as set forth in the Registration Statement, the General Disclosure Package or necessary for the conduct of Prospectus. To the business knowledge of the Company, neither the Bank Company nor any of its subsidiaries, whether through their respective products and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank services or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity, other than a claim on certain of the Company’s patents. Neither the Company nor any of its subsidiaries has received any communication or notice alleging that by conducting their business as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directors or employees or otherwise in violation of the rights of any person persons. Except as described in the Registration Statement, the General Disclosure Package, or violating the terms Prospectus, (i) the Company is not aware of outstanding options, licenses or agreements of any licensing or other agreement kind relating to the Intellectual Property which are required to be described in the CompanyRegistration Statement, the Bank or General Disclosure Package and the Prospectus that are not so described and (ii) neither the Company nor any Subsidiary of its subsidiaries is a party andto or bound by any options, licenses or agreements with respect to the Intellectual Property or other similar rights of any other person or entity which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not so described. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that could not reasonably be expected, individually or in the aggregate, to the Company’s knowledgehave a Material Adverse Effect. The Company and its subsidiaries are not subject to any judgment, no person is infringing upon order, writ, injunction or decree of any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank court or any Subsidiary. Except as Previously Disclosedfederal, no chargesstate, claims local, foreign or litigation have been asserted orother governmental department, to the Company’s knowledgecommission, threatened against the Companyboard, the Bank bureau, agency or instrumentality, domestic or foreign, or any Subsidiary contesting the right of the Companyarbitrator, the Bank nor has it entered into or is it a party to any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness agreement made in settlement of any license pending or agreement pertaining thereto threatened litigation, which materially restricts or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion impairs their use of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementIntellectual Property.

Intellectual Property. The Company, the Bank Company and the Subsidiaries ownhave, or are licensed or otherwise possess have rights to use free and clear of all Liens use, all patents, patent rightsapplications, licensestrademarks, trademark applications, service marks, trade names, trade secrets, knowhow, inventions, copyrights, know-how (including trade secretslicenses, applications governmental authorizations and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks intellectual property rights and trade names similar rights (collectively, the “Proprietary Intellectual Property Rights”) used as described in the SEC Reports as necessary or necessary required for use in connection with their respective businesses. None of, and neither Company nor any Subsidiary has received a notice (written or otherwise) that any of, Company’s Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within five (5) years from the conduct date of this Agreement, except for such expiration, termination or abandonment that could not reasonably be expected to result in a Material Adverse Effect. Neither Company nor any Subsidiary has received, since the date of the business latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that Company’s Intellectual Property Rights violate or infringe upon the Intellectual Property Rights of any Person. To the knowledge of Company, all such Intellectual Property Rights are enforceable. There is no claim, action or proceeding being made or brought, or to the knowledge of Company, being threatened, against Company or its Subsidiaries regarding its Intellectual Property Rights. Company is unaware of any facts or circumstances which might give rise to any of the Companyforegoing infringements or claims, the Bank actions or proceedings. Company and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the its Subsidiaries have taken reasonable security measures to protect the right to use secrecy, confidentiality and value of all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party andintellectual properties. There are no third parties who have or, to the Company’s knowledge, no person is infringing upon will be able to establish, rights to any of the Proprietary Company’s Intellectual Property Rights, except where for the infringement ownership rights of the owners of the Intellectual Property Rights which is licensed or lack of a right assigned to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, There is no charges, claims or litigation have been asserted patent or, to the knowledge of Company, patent application that contains claims that interfere with the issued or pending claims of any of Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementIntellectual Property Rights.

Intellectual Property. The CompanyExcept as disclosed in the Prospectus, the Bank and Company or its subsidiaries own or possess the Subsidiaries own, or are licensed or otherwise possess rights lawful right to use free all (i) valid and clear of all Liens all enforceable patents, patent rightsapplications, trademarks, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, copyrightssoftware, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures)works of authorships, trademarks, service marks marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade names secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary RightsIntellectual Property Assets”) used in or necessary for the to conduct of the business of the Companytheir respective businesses as currently conducted, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where and described in the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any SubsidiaryProspectus. The Company, the Bank Company and the Subsidiaries its subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct not received any opinion from their legal counsel concluding that any activities of their respective businesses without infringing infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their Knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any person Intellectual Property Rights or violating Intellectual Property Assets owned or used by the terms of any licensing Company or other agreement to which the Company, the Bank or any Subsidiary is a party and, to its subsidiaries. To the Company’s knowledgeKnowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the respective parties thereto in accordance with their respective terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any license of its Intellectual Property Rights, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person is infringing upon in respect of, the Company’s right to own, use, or hold for use any of the Proprietary RightsIntellectual Property Rights as owned, except where the infringement of used or lack of a right to held for use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business as currently conducted. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. For purposes of this paragraph, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation Company and effectiveness of all licenses its subsidiaries shall be deemed to refer to (1) Albireo Limited and other agreements relating its subsidiaries as they existed prior to the Proprietary Rights Share Exchange Closing Date and (2) the current terms thereof will not be affected by Company and its subsidiaries solely from and after the transactions contemplated by this AgreementShare Exchange Closing Date.

Intellectual Property. The CompanyEach of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the Bank and the Subsidiaries own, or are licensed or otherwise possess rights unfettered right to grant sublicenses) to use free and clear of all Liens all patents, patent rightsapplications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, copyrightsdiscoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks ) and trade names other similar rights and proprietary knowledge (collectively, “Proprietary Rights”"INTANGIBLES") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the business future. Section 3(l) of the Disclosure Schedule sets forth a list of all Intangibles owned and/or used by the Company in its business. To the knowledge of the Company and its Subsidiaries, neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to xxx or settlement agreement with respect to the validity of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank 's or any Subsidiary. The Company, the Bank and the Subsidiaries have the its Subsidiaries' ownership of or right to use its Intangibles and there is no reasonable basis for any such claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all Proprietary Rights used applications therefor are pending and in or necessary for the conduct of good standing. The Company and its Subsidiaries have complied, in all material respects, with their respective businesses without contractual obligations relating to the protection of the Intangibles used pursuant to licenses. No person is infringing the rights of any person on or violating the terms of any licensing Intangibles owned or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) used by the Company, the Bank Company or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementits Subsidiaries.

Intellectual Property. (a) The CompanyCompany or a Company Subsidiary owns, is licensed to use or otherwise has the Bank right to use and, as of the Closing, subject to the receipt of any necessary third-party consents set forth in Section 6.10 of the Company Disclosure Letter and the Subsidiaries ownreceipt by Company of the services to be provided under this Agreement and the Transition Services Agreement and the license granted to the Company under the Spin-Off Agreements, will have the right to use, all Patents, Trademarks, Trade Secrets, Copyrights, Database Rights, Design Rights and all other Intellectual Property (including biological materials), all registrations of any of the foregoing, or applications therefor, in each case, that are licensed used in, intended to be used with, developed, filed or otherwise possess rights to use free and clear of all Liens all patentsregistered for, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used practiced in or necessary for to the conduct of the business CGRP Business as presently conducted (collectively, the “Company Intellectual Property,” and all Company Intellectual Property owned or purported to be owned by the Company or a Company Subsidiary, the “Owned Company Intellectual Property”). The Company and the Company Subsidiaries possess legally sufficient and enforceable rights pursuant to written agreements to use, and as of the CompanyClosing, subject to the Bank receipt of any necessary third-party consents in Section 6.10 of the Company Disclosure Letter and the Subsidiaries as now conducted receipt by Company of the services and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank benefits provided under this Agreement and the Subsidiaries Transition Services Agreement and the license granted to the Company under the Spin-Off Agreements, will have the right to use use, all Proprietary Rights Company Intellectual Property that is used in in, intended to be used with, developed, filed or registered for, practiced in, or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of CGRP Business and that is not solely owned by the Company, the Bank Company or any a Company Subsidiary, except for defaults, if any, which as would not have any reasonably be expected to be material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and CGRP Business as presently conducted or contemplated to be conducted. This Section 3.15(a) shall not constitute or be deemed to be a representation or warranty with respect to infringement, misappropriation or other violation of the current terms thereof will not be affected by the transactions contemplated by this AgreementIntellectual Property rights of any third Person.

Intellectual Property. (i) The Company, the Bank Company and the Subsidiaries own, its subsidiaries own or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, databases, data, proprietary or confidential information and all other worldwide intellectual property and proprietary rights (collectively, “Intellectual Property”) necessary for or material to the conduct of their respective businesses without infringing as currently conducted and as described in the rights of any person or violating the terms of any licensing or other agreement to which the CompanyRegistration Statement, the Bank or any Subsidiary is a party Pricing Disclosure Package and the Prospectus and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank conduct of the respective businesses of the Company and its subsidiaries as currently conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus have not and do not infringe or misappropriate any Subsidiary Intellectual Property rights of any third party, and, (ii) the Company and its subsidiaries have not received any notice of any infringement of, or conflict with, asserted rights of others with respect to useany Intellectual Property which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect to the Company and its subsidiaries, taken as a whole. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (x) except as described in the Registration Statement, Pricing Disclosure Package, or the validity ofProspectus, any all Intellectual Property owned by the Company or its subsidiaries is owned free and clear of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereofall liens, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses encumbrances and other agreements similar restrictions (other than non-exclusive licenses granted to which third parties in the Company, ordinary course of business consistent with past practice) and is owned solely by the Bank Company or any Subsidiary is a party relating its subsidiaries; and (y) no Intellectual Property owned by the Company or its subsidiaries has been found to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations be invalid or unenforceable. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property owned by or exclusively licensed to the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (Company or any event that, of its subsidiaries; and (z) the Company and its subsidiaries have taken reasonable steps in accordance with notice or lapse normal industry practice to maintain the confidentiality of time, or both, would constitute a default) by the Companyall trade secrets, the Bank value of which to the Company or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for of its subsidiaries is contingent upon maintaining the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementconfidentiality thereof.

Intellectual Property. The CompanyExcept as would not reasonably be likely, either individually or in the Bank aggregate, to have a Material Adverse Effect on Sunshine: (i) Sunshine and the Subsidiaries ownits Subsidiary owns, or are is licensed or otherwise possess rights to use (in each case, free and clear of all any material Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresthan any Permitted Encumbrances), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or all Intellectual Property necessary for the conduct of its business as currently conducted; (ii)(A) the business use of the Companyany Intellectual Property by Sunshine and its Subsidiary does not infringe, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank misappropriate or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing otherwise violate the rights of any person, and (B) no person has asserted to Sunshine in writing that Sunshine or violating its Subsidiary has infringed, misappropriated or otherwise violated the terms Intellectual Property rights of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, such person; (iii) to the Company’s knowledgeknowledge of Sunshine, no person is challenging, infringing upon on or otherwise violating any right of Sunshine or its Subsidiary with respect to any Intellectual Property owned by Sunshine or its Subsidiary; (iv) neither Sunshine nor its Subsidiary has received any written notice of any pending claim with respect to any Intellectual Property owned by Sunshine or its Subsidiary; (v) to the Proprietary Rightsknowledge of Sunshine, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Companysince January 1, the Bank or any Subsidiary. Except as Previously Disclosed2015, no charges, claims or litigation have been asserted or, third party has gained unauthorized access to any information technology networks controlled by and material to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct operation of the business of Sunshine and its Subsidiary; and (vi) Sunshine and its Subsidiary have taken commercially reasonable actions to avoid the Companyabandonment, cancellation or unenforceability of all material Intellectual Property owned or licensed, respectively, by Sunshine and its Subsidiary. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the Bank or goodwill associated with the foregoing and registrations in any Subsidiaryjurisdiction of, except for defaults, if any, which would not have and applications in any material impact on the Companyjurisdiction to register, the Bank foregoing, including any extension, modification or renewal of any Subsidiarysuch 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 any jurisdiction; trade secrets; and copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof. The validity, continuation A true and effectiveness complete listing of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected Intellectual Property owned by the transactions contemplated by this AgreementSunshine or its Subsidiary is contained in Sunshine Disclosure Schedule 3.19.

Intellectual Property. Contractor represents and warrants that it has the full legal power and authority to grant any and all licenses of materials used by the Contractor for this Agreement and hereby grants to the Village any and all such licenses and unrestricted use thereof. The Company, the Bank and the Subsidiaries Village shall own, without restriction or are licensed limitation, all text, graphics, designs, renderings, images, logos, social media posts, audio visual materials, tag lines, processes, ideas and any and all other content in any and all formats (collectively “Intellectual Property”) created by or otherwise possess rights to use free and clear provided by Contractor, Contractor’s employees or Contractor’s independent contractors for purposes of fulfilling the terms of this Agreement. Contractor will ensure that all independent contractors have written agreements in place that transfers ownership of all Liens Intellectual Property created by them or provided by them to the Village, without restriction or limitation. Contractor represents and warrants that all patentsIntellectual Property provided to the Village by Contractor will not infringe on any copyrights, trademark rights, patent rights, licensestrade secrets or other rights of any third-party. Contractor agrees to indemnify, inventionsdefend and hold Village harmless from and against any loss, copyrightscost, know-how damage, liability, or expense (including trade secrets, applications attorney’s fees and other unpatented reasonable litigation expenses) suffered or unpatentable proprietary incurred by Village in connection with any such infringement claim by any third-party. If a claim is made or confidential informationan action brought that the materials provided (or any component thereof) to the Village, systems infringes a third-party patent, copyright, or procedures)trademark, trademarksor misappropriates any trade secret or other intellectual property right, service marks then Contractor will defend Village from, in the manner and trade names form determined in the sole discretion of the Village, and indemnify and hold harmless Village against, such claim and any resulting costs, damages and attorneys’ fees arising out of or incurred as a result of such claim, together with all amounts finally awarded or agreed to in settlement. The Village shall have sole control of the defense and all related settlement negotiations at the Contractor’s expense. Contractor agrees to cooperate fully in any investigation, defense or settlement of such claim or action. If the Village is enjoined from using any Intellectual Property due to an actual or claimed infringement of any patent, trademark, or copyright or other property right or for any other reason, then at Contractor’s option, Contractor shall promptly either: (collectivelyi) procure for the Village, “Proprietary Rights”at Contractor’s expense, the right to continue using the Intellectual Property; or (ii) used replace or modify the Intellectual Property, at Contractor’s expense, so that the Intellectual Property become non-infringing. Contractor shall assist the Village in or protecting its ownership of the Intellectual Property. Such assistance shall include, without limitation, providing such assistance as may be necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed Village to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used obtain registrations for its rights in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principlesany Intellectual Property solely in the name of Village and to enforce its rights in such Intellectual Property. These Intellectual Property rights, as representations, warrants and protections will survive the case may betermination or expiration of this Agreement, and there have not been and there currently are not any defaults (or any event that, with notice or whether by lapse of time, time or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementotherwise.

Intellectual Property. The CompanyExcept as described, or by incorporated by reference, in the Registration Statement, the Bank Pricing Disclosure Package and the Subsidiaries ownProspectus, the Company and its subsidiaries own or are licensed or otherwise possess adequate rights to use free and clear of all Liens all material patents, patent rightsapplications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names, goodwill associated with the foregoing, copyrights, licenses, inventions, copyrights, know-how (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks ) and trade names other technology and intellectual property rights (collectively, “Proprietary RightsIntellectual Property”) used in or necessary for the conduct of its business as currently conducted and as proposed to be conducted as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own or possess adequate rights to use such Intellectual Property would not reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company, the conduct of their respective businesses as currently conducted and as proposed to be conducted as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, does not infringe, misappropriate or otherwise violate any such rights of others, except as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the Company has not received any notice in the past six years or any written notice of any claim of infringement, misappropriation or other violation of any Intellectual Property of any third party, or any claim challenging the validity, scope, or enforceability of any Intellectual Property owned by or licensed to the Company or the Company’s rights therein, excluding office actions before the U.S. Patent and Trademark Office and foreign patent and trademark offices arising in the ordinary course of prosecuting any pending applications included within such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, no third party has infringed, misappropriated or otherwise used Intellectual Property owned by the Company in conflict with the Company’s rights therein. Except as described, or incorporated by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all Intellectual Property owned by the Company is owned solely by the Company and is owned free and clear of all material liens, encumbrances, defects or other restrictions. Except as would not reasonably be expected to have a Material Adverse Effect, all licenses pursuant to which any material Intellectual Property is licensed to the Company are free and clear of all liens and free of any restrictions or defects that would conflict with the conduct of the business of the Company. The Company has no knowledge of any specific facts that would support a finding that any of the issued or granted patents owned by or licensed to the Company is invalid or unenforceable and, to the knowledge of the Company, all such issued or granted patents are valid and enforceable. To the knowledge of the Company, there is no patent or patent application of any third party that contains claims that would interfere with a patent or patent application owned by or licensed to the Company or any of its subsidiaries, and no such patent interference has been provoked or declared. The Company is not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their respective use of any Intellectual Property. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Intellectual Property owned by the Company from their employees, consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the Bank General Disclosure Package and the Subsidiaries Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. To the knowledge of the Company, no governmental agency or body or other third party has any claim or right in or to any Intellectual Property owned by the Company or any of its subsidiaries, except as now would not reasonably be expected to have a Material Adverse Effect on the conduct of its business as currently conducted and as proposed to be conducted as Previously Disclosedset forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. No software governed by a license commonly referred to as an open source, free software, copyleft or community source code license, including, but not limited to, the GNU General Public License or GNU Lesser General Public License (such software, “Open Source Software”), is used by the Company or any of its subsidiaries in a manner that obligates the Company to (A) distribute or disclose any other software combined, distributed or otherwise made available with such Open Source Software in source code form or (B) license or otherwise make available such Open Source Software and/or other software combined, distributed or otherwise made commercially available with such Open Source Software or any associated Intellectual Property on a royalty free basis, except where the failure to own such Proprietary Rights as would not reasonably be expected to have any material impact on the Company, the Bank or any Subsidiarya Material Adverse Effect. The CompanyCompany and its subsidiaries have taken all reasonable security measures to protect its rights in material confidential information and material trade secrets they own, the Bank including, without limitation, requiring each employee and the Subsidiaries have the right consultant and any other person with access to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other material trade secrets to execute a binding confidentiality agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have has not been and there currently are not any defaults (or breach by any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiaryparty to such confidentiality agreements, except for defaults, if any, which where such breach would not reasonably be expected to have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementa Material Adverse Effect.

Intellectual Property. The CompanyAll patents, patent applications, proprietary designs, copyrights, trade names, servicemarks, trademarks and trademark applications and proprietary know how which are currently owned by or licensed to each Seller are listed in SCHEDULE 3.7 attached hereto ("Intellectual Property"). Except as set forth in SCHEDULE 3.7, the Bank Intellectual Property is all of the intellectual property necessary for the operation of the Business as it is currently conducted. All of each Seller's patents, patent applications and trademarks have been registered in, filed in or issued by the Subsidiaries ownUnited States Patent Office or the corresponding offices of other countries identified in SCHEDULE 3.7, and have been properly maintained and renewed in accordance with all applicable laws and regulations in the United States and each such country. To the knowledge of the Stockholder, all of the issued patents within the Intellectual Property are currently in compliance with applicable formal legal requirements (including payment of filing, examination or maintenance fees) and are licensed valid and enforceable. Except as set forth in SCHEDULE 3.7 and to the knowledge of the Stockholder, the Intellectual Property's use does not require the consent of or otherwise possess rights payment to use any other Person. To the knowledge of the Stockholder and except as set forth in SCHEDULE 3.7, the Intellectual Property is freely transferable and owned exclusively by each Seller, free and clear of any Liens. To the knowledge of the Stockholder and except as set forth in SCHEDULE 3.7, (a) no other Person has an interest in or right or license to use, or the right to license any other Person to use, any of the Intellectual Property, (b) there are no claims or demands of any other Person pertaining thereto and no proceedings have been instituted, or are pending or, to the knowledge of the Stockholder, threatened, which challenge any Seller's rights in respect thereof, (c) none of the Intellectual Property is being infringed by another Person or is subject to any outstanding order, decree, ruling, charge, injunction, judgment or stipulation, and (d) no Claim has been made or, to the knowledge of the Stockholder, is threatened charging such Seller with infringement of any adversely held Intellectual Property. With respect to all Liens know-how that is included as part of the Intellectual Property, to the knowledge of the Stockholder, each Seller has taken all patentsreasonable precautions to protect the secrecy, patent rights, licenses, inventions, copyrights, confidentiality and value of such know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack enforcement by each Seller of a right policy requiring each employee or contractor to use execute proprietary information and confidentiality agreements substantially in the form of such Proprietary Rights would not have any material impact on the CompanySeller's standard form, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have a copy of which has been asserted or, provided to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementBuyer).

Intellectual Property. The CompanyEach of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the Bank and the Subsidiaries own, or are licensed or otherwise possess rights unfettered right to grant sublicenses) to use free and clear of all Liens all patents, patent rightsapplications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, copyrightsdiscoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks ) and trade names other similar rights and proprietary knowledge (collectively, “Proprietary Rights”"Intangibles") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the business future. Section 3(l) of the Disclosure Schedule sets forth a list of all Intangibles owned and/or used by the Company in its business. To the knowledge of the Company and its Subsidiaries, neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sxx or settlement agreement with respect to the validity of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank 's or any Subsidiary. The Company, the Bank and the Subsidiaries have the its Subsidiaries' ownership of or right to use its Intangibles and there is no reasonable basis for any such claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all Proprietary Rights used applications therefor are pending and in or necessary for the conduct of good standing. The Company and its Subsidiaries have complied, in all material respects, with their respective businesses without contractual obligations relating to the protection of the Intangibles used pursuant to licenses. No person is infringing the rights of any person on or violating the terms of any licensing Intangibles owned or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) used by the Company, the Bank Company or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementits Subsidiaries.

Intellectual Property. The CompanyExcept as set forth in the Registration Statement, the Bank General Disclosure Package and the Subsidiaries ownProspectus, the Company and its subsidiaries has, or are licensed or otherwise possess has rights to use free and clear of all Liens or own or possess, all patents, patent rightsapplications, licensestrademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, know-how (including trade secrets, applications licenses and other unpatented intellectual property rights and similar rights necessary or unpatentable proprietary required for use in connection with their respective businesses as described in the Registration Statement, the General Disclosure Package or confidential information, systems or procedures), trademarks, service marks the Prospectus and trade names which the failure to so have could have a Material Adverse Effect (collectively, the “Proprietary Intellectual Property Rights”) used in or necessary for ). To the conduct of the business knowledge of the Company, neither the Bank Company nor any subsidiary is now infringing, and upon further development or commercialization, will not infringe, any valid claim of any issued patents, copyrights or trademarks of others. Neither the Subsidiaries as now conducted and as proposed Company nor any subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be conducted as Previously Disclosedabandoned, within two (2) years from the date of this Agreement, except where the failure to own such Proprietary Rights action would not reasonably be expected to have a Material Adverse Effect. Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, the Company has not received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, or the Prospectus, a written notice of a claim or otherwise has any material impact on knowledge that the Company’s or its subsidiaries’ products or planned products as described in the Registration Statement, the Bank General Disclosure Package or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in Prospectus violate or necessary for the conduct of their respective businesses without infringing infringe upon the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary RightsPerson, except where the infringement of or lack of a right to use such Proprietary Rights would as could not have any material impact on or reasonably be expected to not have a Material Adverse Effect. To the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank or any Subsidiary to use, or the validity of, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Proprietary Rights or challenging or questioning Intellectual Property Rights. The Company and each subsidiary has taken reasonable security measures to protect the validity or effectiveness secrecy, confidentiality and value of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion all of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiarytheir intellectual properties, except for defaultswhere failure to do so could not, if anyindividually or in the aggregate, which would not reasonably be expected to have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementa Material Adverse Effect.

Intellectual Property. The CompanyEach of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the Bank and the Subsidiaries own, or are licensed or otherwise possess rights unfettered right to grant sublicenses) to use free and clear of all Liens all patents, patent rightsapplications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, copyrightsdiscoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks ) and trade names other similar rights and proprietary knowledge (collectively, “Proprietary RightsIntellectual Property”) used in or necessary for the conduct of the its business of the Company, the Bank and the Subsidiaries as now being conducted and as proposed presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact set forth on the CompanyDisclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the Bank “Third Party License Agreements”) other than such licenses or any Subsidiary. The Companyagreements arising from the purchase of generally available products, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Bank enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or any Subsidiary is in the aggregate, in a party and, to Material Adverse Effect. To the Company’s knowledge, no person is infringing upon other party to any of the Proprietary RightsThird Party License Agreements is in default thereunder, except where the infringement of or lack of a right to use other than such Proprietary Rights defaults as would not have result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any material impact on Subsidiary of the Company, Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Bank Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any Subsidiarythird party Intellectual Property. Except as Previously Disclosed, There is no charges, claims or litigation have been asserted pending or, to the Company’s knowledge, threatened against action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to xxx or settlement agreement with respect to the Bank or any Subsidiary contesting the right validity of the Company, the Bank ’s or any Subsidiary its Subsidiaries’ ownership of or right to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, use its Company Intellectual Property and there is no valid reasonable basis exists for the assertion of any such charge, claim or litigationto be successful. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights The Company Intellectual Property are in full force and effect and constitute valid, binding valid and enforceable obligations and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of the Company, the Bank cancellation or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beother adversarial proceedings, and there all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have not been and there currently are not any defaults (or any event thatcomplied, in all material respects, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements their respective contractual obligations relating to the Proprietary Rights and protection of the current terms thereof will not be affected Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the transactions contemplated by this AgreementCompany or its Subsidiaries.

Intellectual Property. The CompanyDisclosure Schedule 4.13 contains a true and correct list of all of the Intellectual Property, including, but not limited to, all trade and corporate names and registered and unregistered product names and trademarks used by the Bank Seller in connection with the Business or the products used during the past three (3) years, all licenses and other rights granted by the Subsidiaries ownSeller to any third party with respect to such Intellectual Property and all such licenses and other rights granted by any third party to the Seller except for licenses covering “off the shelf” or downloadable software that is generally available to the public and has not been materially modified or customized. Except as set forth on Disclosure Schedule 4.13, (a) the Seller owns and possesses all right, title and interest in and to, or are licensed or otherwise possess rights to use free and clear has a valid license to, all of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or the Intellectual Property necessary for the conduct operation of the business of the Company, the Bank and the Subsidiaries Business as now presently conducted and as proposed to be conducted as Previously Disclosednone of such Intellectual Property has been abandoned; (b) no claim by any third party contesting the validity, except where the failure to own such Proprietary Rights would not have any material impact on the Companyenforceability, the Bank use or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights ownership of any person or violating such Intellectual Property has been made against the terms of any licensing or other agreement to which the CompanySeller, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted currently outstanding or, to the Company’s knowledgeKnowledge of the Seller, is credibly threatened against in writing, and to the CompanyKnowledge of the Seller, there is no reasonable basis for any such claim; (c) none of the Seller or any registered agent thereof has received any written notices of an allegation of any infringement or misappropriation by, or other conflict with, any third party with respect to such Intellectual Property, nor has any such Person received any claims of infringement or misappropriation of or other conflict with any Intellectual Property of any third party; (d) to the Knowledge of the Seller, the Bank Seller has not infringed, misappropriated or otherwise violated in any Subsidiary contesting material respect any Intellectual Property of any third party, nor to the right Knowledge of the CompanySeller will any infringement, misappropriation or other conflict with respect to the Bank Intellectual Property occur as a result of the transactions described herein; and (e) to the Knowledge of the Seller, no other Person is infringing, misappropriating or any Subsidiary to useotherwise violating, or the validity ofhas infringed, any of the Proprietary Rights misappropriated or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereofotherwise violated, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementIntellectual Property.

Intellectual Property. The CompanySchedule 3.1(43) sets out a complete and accurate list of (a) all active applications and registrations for domestic and foreign patents, trade-marks, trade names, copyrights, industrial designs, business names, certification marks, service marks, distinguishing guises, business styles and other industrial or intellectual property that are owned by or licensed to MFI; (b) all trade secrets, know-how, inventions, formulas, processes and technology material to the Business; and (c) all computer systems and application software, including all related documentation owned or licensed by MFI, and the latest revisions of all related object and source codes owned by MFI (collectively, the Bank “Intellectual Property”), including particulars of any registration, details of all applications for registration. MFI is the sole owner of the Intellectual Property except in the case of Intellectual Property licensed to MFI or if otherwise disclosed. The Purchaser has been given an opportunity to review the complete and correct copies of all Contracts whereby any rights in respect of Intellectual Property have been granted or licensed to MFI. Except as disclosed in Schedule 3.1(43), MFI has the Subsidiaries own, exclusive right to use all of the Intellectual Property and has not granted any licence or are licensed or otherwise possess other rights to use any other Person in respect of the Intellectual Property. The Intellectual Property is free and clear of all Liens all patentsany Encumbrances other than the Permitted Encumbrances. The Intellectual Property is sufficient to conduct the Business. To the knowledge of the Vendors, patent rightsMFI has never used or enforced, licensesor failed to use or enforce, inventionsany of the Intellectual Property in any manner which could limit its validity or result in its invalidity. To the knowledge of the Vendors, copyrightsand except as disclosed in Schedule 3.1(43), know-how (including there has been no infringement or violation of MFI’s rights in and to the Intellectual Property or any trade secrets, applications and other unpatented or unpatentable proprietary secrets or confidential information, systems nor any claim of adverse ownership, invalidity or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in other opposition to or necessary for the conduct conflict with any of the business Intellectual Property. To the knowledge of the CompanyVendors, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would MFI is not have nor has engaged in any material impact on the Company, the Bank activity that violates or infringes any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the intellectual property rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementPerson.

Intellectual Property. The Company, the Bank CenterState and the each of its Subsidiaries ownowns, or are is licensed or otherwise possess rights to use (in each case, free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresany material Liens), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or all Intellectual Property necessary for the conduct of its business as currently conducted. Except as would not reasonably be expected to have, either individually or in the business aggregate, a Material Adverse Effect on CenterState: (a) (i) to the knowledge of the CompanyCenterState, the Bank use of any Intellectual Property by CenterState and the its Subsidiaries as now conducted and as proposed to be conducted as Previously Discloseddoes not infringe, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank misappropriate or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing otherwise violate the rights of any person or violating the terms of and is in accordance with any licensing or other agreement applicable license pursuant to which the Company, the Bank CenterState or any CenterState Subsidiary is a party andacquired the right to use any Intellectual Property, and (ii) no person has asserted in writing to CenterState that CenterState or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person, (b) to the Company’s knowledgeknowledge of CenterState, no person is challenging, infringing upon on or otherwise violating any right of CenterState or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to CenterState or its Subsidiaries, and (c) neither CenterState nor any CenterState Subsidiary has received any written notice of any pending claim with respect to any Intellectual Property owned by CenterState or any CenterState Subsidiary, and CenterState and its Subsidiaries have taken commercially reasonable actions to avoid the Proprietary Rightsabandonment, except where the infringement cancellation or unenforceability of all Intellectual Property owned or lack licensed, respectively, by CenterState and its Subsidiaries. For purposes of a right to use such Proprietary Rights would not have any material impact on the Companythis Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the Bank or goodwill associated with the foregoing and registrations in any Subsidiary. Except as Previously Disclosedjurisdiction of, no charges, claims or litigation have been asserted or, and applications in any jurisdiction to the Company’s knowledge, threatened against the Companyregister, the Bank foregoing, including any extension, modification or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion renewal of any such chargeregistration or application; inventions, claim discoveries and ideas, whether patentable or litigation. All licenses not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and know-how, including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other agreements to which the Companyworks, the Bank whether copyrightable or not and whether in published or unpublished works, in any Subsidiary is a party relating to Proprietary Rights are jurisdiction; and registrations or applications for registration of copyrights in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beany jurisdiction, and there have not been any renewals or extensions thereof; and there currently are not any defaults (similar intellectual property or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementproprietary rights.

Intellectual Property. (i) The Company, the Bank Company and the Company Subsidiaries own, or are licensed or otherwise possess rights to use own (free and clear of any claims, Liens, encumbrances, exclusive licenses or non-exclusive licenses not granted in the ordinary course of business) or have a valid license to use all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) Intellectual Property used in or necessary for the conduct of the to carry on their business of as currently conducted, and (ii) such Intellectual Property referenced in clause (i) above is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the Company’s or the Company Subsidiaries’ use of, the Bank or rights to, such Intellectual Property. The Company and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Company Subsidiaries have the right sufficient rights to use all Proprietary Rights Intellectual Property used in their business as presently conducted, all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or necessary for the conduct of their respective businesses without infringing misappropriation of, or any conflict with, the rights of others with respect to any person or violating the terms of Intellectual Property, and no reasonable basis exists for any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to such claim. To the Company’s knowledge, no person is infringing upon any third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Proprietary RightsCompany or the Company Subsidiaries. There is no litigation, except where the infringement of opposition, cancellation, proceeding, objection or lack of a right to use such Proprietary Rights would not have any material impact on the Companyclaim pending, the Bank or any Subsidiary. Except as Previously Disclosedasserted, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank Company or any Company Subsidiary contesting concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, any Intellectual Property. To the knowledge of the Company, none of the Bank Company or any Subsidiary to use, or the validity of, any of the Proprietary Rights Company Subsidiaries is using or challenging enforcing any Intellectual Property owned by or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, licensed to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank Company or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the CompanyCompany Subsidiaries in a manner that would be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. The Company and each of the Bank Company Subsidiaries has taken all reasonable measures to protect the Intellectual Property owned by or such Subsidiary, subject licensed to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (Company or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementCompany Subsidiaries.

Intellectual Property. The CompanyYou agree that any and all discoveries, the Bank and the Subsidiaries ownconcepts, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licensesideas, inventions, copyrightswritings, know-how (including trade secretsplans, applications articles, devices, products, designs, treatments, structures, processes, methods, formulae, techniques and drawings, and improvements or modifications related to the foregoing that are in any way related to Acacia's audio and video patent portfolio or any other unpatented intellectual property owned by Acacia or unpatentable proprietary its affiliates or confidential informationsubsidiaries, systems whether patentable, copyrightable or procedures)not, trademarkswhich are made, service marks and trade names developed, created, contributed to, reduced to practice, or conceived by You, whether solely or jointly with others, in connection with your employment with Acacia (collectively, the “Proprietary RightsIntellectual Property”) used in or necessary for shall be and remain the conduct exclusive property of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereofAcacia, and, to the Company’s knowledgeextent applicable, no valid basis exists a “work made for the assertion hire,” and Acacia shall own all rights, title and interests thereto, including, without limitation, all rights under copyright, patent, trademark, statutory, common law and/or otherwise. By your execution of this Agreement, You hereby irrevocably and unconditionally assign to Acacia all right, title and interest in any such chargeIntellectual Property. You further agree to take all such steps and all further action as Acacia may reasonably request to effectuate the foregoing, claim including, without limitation, the execution and delivery of such documents and applications as Acacia may reasonably request to secure the rights to Intellectual Property worldwide by patent, copyright or litigationotherwise to Acacia or its successors and assigns. All licenses You further agree promptly and fully to disclose any Intellectual Property to the officers of Acacia and to deliver to such officers all papers, drawings, models, data and other agreements to which the Companymaterial (collectively, the Bank “Material”) relating to any Intellectual Property made, reduced to practice, developed, created or contributed to by You and, upon termination, or expiration of your employment with Acacia, to turn over to Acacia all such Material. Any intellectual property which was developed by You prior to the date of this agreement, or which is developed by You during or after the termination of this Agreement and is not in any way related to any of Acacia's or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute validof its subsidiaries' or affiliates' intellectual property, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) shall be owned by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementYou.

Intellectual Property. The CompanyExcept as described in the Registration Statement, General Disclosure Package and the Prospectus, the Bank and Company or its subsidiaries own or possess the Subsidiaries own, or are licensed or otherwise possess rights lawful right to use free all (i) valid and clear of all Liens all enforceable patents, patent rightsapplications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, copyrightssoftware, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures)works of authorships, trademarks, service marks marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade names secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary RightsIntellectual Property Assets”) used in or necessary for the to conduct of the business of the Companytheir respective businesses as currently conducted, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where and described in the failure to own such Proprietary Rights would not have any material impact on General Disclosure Package and the Company, the Bank or any SubsidiaryProspectus. The Company, the Bank Company and the Subsidiaries its subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct not received any opinion from their legal counsel concluding that any activities of their respective businesses without infringing infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their Knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any person Intellectual Property Rights or violating Intellectual Property Assets owned or used by the terms of any licensing Company or other agreement to which the Company, the Bank or any Subsidiary is a party and, to its subsidiaries. To the Company’s knowledgeKnowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the General Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person is infringing upon in respect of, the Company’s right to own, use, or hold for use any of the Proprietary RightsIntellectual Property Rights as owned, except where the infringement of used or lack of a right to held for use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementas currently conducted.

Intellectual Property. The Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Bank and Company or one or more of its Subsidiaries is the Subsidiaries own, owner or are licensed or otherwise possess rights has the right to use all Intellectual Property and Proprietary Subject Matter used in the conduct of its business as it is currently conducted (such Intellectual Property which is owned or used by the Company or one of its Subsidiaries the “Company Intellectual Property” and such Proprietary Subject Matter the “Company-Used Proprietary Subject Matter”), free and clear of all Liens Liens; (ii) there are no actions, suits, investigations or proceedings (or any basis therefor) pending, or to the Company’s knowledge, threatened, respecting the ownership, validity, enforceability or use of any Company Intellectual Property or Company-Used Proprietary Subject Matter, and to the knowledge of the Company, no facts or circumstances exist as a valid basis for same; (iii) the Company Intellectual Property has not been, and the Company has no reason to expect it to become, abandoned, cancelled or invalidated; (iv) the Company and its Subsidiaries have taken all patentsreasonable actions to protect the Company Intellectual Property, patent rightsincluding the Company Intellectual Property that is confidential in nature; (v) to the knowledge of the Company, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank Company and the its Subsidiaries as now currently conducted does not infringe, misappropriate, dilute or otherwise violate or make unauthorized use of (“Infringe”) any Intellectual Property of any Person, and as proposed to be conducted as Previously Disclosed, except where no Person is currently Infringing the failure to own such Proprietary Rights would not have any material impact on Company Intellectual Property; (vi) the Company, ’s IT Assets operate and perform in a manner that permits the Bank or any Subsidiary. The Company, the Bank Company and the its material Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing in substantially the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party same manner as currently conducted and, to the knowledge of the Company’s knowledge, no person is infringing upon any of has gained unauthorized access to its IT Assets; and (vii) the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not Company and its material Subsidiaries have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, implemented backup and disaster recovery processes and practices with respect to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, IT Assets consistent with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementindustry practices.

Intellectual Property. The CompanyExcept as would not, individually or in the Bank and aggregate, have a Company Material Adverse Effect, (a) to the Subsidiaries ownknowledge of the Company after reasonable due inquiry without having conducted any special investigation or patent search, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank Company and the Subsidiaries as now currently conducted and as proposed to be conducted as Previously Discloseddoes not infringe upon, except where misappropriate or otherwise violate the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the Intellectual Property rights of any person or violating the terms of any licensing or other agreement to which the Companythird party, the Bank or any Subsidiary is a party and, and no claim has been asserted to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are Company in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for writing that the conduct of the business of the CompanyCompany and the Subsidiaries as currently conducted infringes upon or misappropriates or otherwise violates the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual Property owned by the Company or any Subsidiary and used in the business of the Company and the Subsidiaries as currently conducted (“Company Owned Intellectual Property”), the Bank Company or any SubsidiarySubsidiary is the owner of the entire right, except for defaultstitle and interest in and to such Company Owned Intellectual Property; (c) neither the Company nor any Subsidiary has granted to any third party exclusive rights to any Company Owned Intellectual Property under terms that would prevent the Company or Subsidiary from using such Company Owned Intellectual Property in the operation of its respective business as currently conducted; (d) with respect to each item of Intellectual Property licensed to the Company or any Subsidiary that is used in the business of the Company and the Subsidiaries as currently conducted (“Company Licensed Intellectual Property”), if anythe Company or any Subsidiary has the right to use such Company Licensed Intellectual Property in the operation of its respective business as currently conducted in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property; (e) none of the Company Owned Intellectual Property has been adjudged invalid or unenforceable in whole or in part and, which would not have any material impact on to the knowledge of the Company, the Bank currently registered Company Owned Intellectual Property is valid, subsisting and enforceable (except for prospective challenges that may be received in the ordinary course of patent prosecution and maintenance); (f) to the knowledge of the Company, no person is engaging in any activity that infringes upon, misappropriates or otherwise violates the Company Owned Intellectual Property; (g) each license of the Company Licensed Intellectual Property is binding on the Company and any of the Subsidiaries party thereto and each of the other parties thereto, and is in full force and effect; (h) to the knowledge of the Company, no party to any license of the Company Licensed Intellectual Property (other than the Company or any Subsidiary. The validity) is in breach thereof or default thereunder; and (i) neither the execution of this Agreement nor the consummation of any transaction contemplated hereby will terminate, continuation and effectiveness suspend or modify any of all licenses and other agreements relating the Company’s rights with respect to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementany Company Owned Intellectual Property or material Company Licensed Intellectual Property.

Intellectual Property. The Except as would not have a Material Adverse Effect, (a) to the Knowledge of the Company, the Bank and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank Company and the its Subsidiaries as now currently conducted and as proposed to be conducted as Previously Disclosed, except where does not infringe upon or misappropriate the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the Intellectual Property rights of any person or violating the terms of any licensing or other agreement to which the Companythird party, the Bank or any Subsidiary is a party and, and no claim has been asserted to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for Company that the conduct of the business of the CompanyCompany and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual Property owned by the Company or any Subsidiary of the Company and material to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole (“Company Owned Intellectual Property”), the Bank Company or a Subsidiary of the Company is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the continued operation of its respective business; (c) with respect to each item of Intellectual Property licensed to the Company or a Subsidiary of the Company that is material to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole (“Company Licensed Intellectual Property” and any Subsidiaryor all Company Owned Intellectual Property and Company Licensed Intellectual Property, except for defaults“Company Intellectual Property”), if any, which would not have any material impact on the Company or a Subsidiary of the Company has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property; (d) to the Knowledge of the Company, the Bank Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating unenforceable in whole or in part; (e) to the Proprietary Rights Knowledge of the Company, no Person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (f) to the Knowledge of the Company, each license of the Company Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) to the current terms Knowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach thereof will not be affected by or default thereunder; and (h) neither the transactions contemplated by execution of this AgreementAgreement nor the consummation of any of the Transactions shall adversely affect any of the Company’s material rights with respect to the Company Intellectual Property.

Intellectual Property. The CompanyEach party agrees to indemnify, defend and hold harmless the other party, its Affiliates, and its/their officers, employees from and against any and all Third Party Claims as incurred by such party to the extent that the other party's products or services provided and/or utilized under this Agreement are alleged and ultimately determined to infringe any patent, copyright or intellectual property right registered or otherwise protected under the Laws of the United States or any other nation. Each party will not indemnify the other party to the extent the infringement is caused by (i) the misuse or modification of the other party's products or materials; or (ii) the use of any such materials in combination with any product not approved by or supplied by the other party to the extent that such combination caused the infringement. BOCA shall be deemed to have approved all hardware and software presently sold by NETWOLVES and all hardware and software with which NETWOLVES products are customarily used. NETWOLVES shall be deemed to have approved all hardware and software presently sold by BOCA and all hardware and software with which BOCA products are customarily used. If BOCA Materials or any part thereof is, or in BOCA's opinion is likely to be, held to constitute an infringing product, then with BOCA Materials, (i) replace it with a non-infringing equivalent with at least the same functionality and performance; (ii) modify it to make it non-infringing in a manner that does not impair its functionality and performance; or (iii) if none of the foregoing options are commercially feasible, the Bank and the Subsidiaries ownParties will negotiate in good faith to establish a mutually agreeable alternative, taking due regard to NETWOLVES market obligations. If NETWOLVES Materials or any part thereof is, or are licensed in NETWOLVES' opinion is likely to be, held to constitute an infringing product, then with NETWOLVES Materials, (i) replace it with a non-infringing equivalent with at least the same functionality and performance; (ii) modify it to make it non-infringing in a manner that does not impair its functionality and performance; or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”iii) used in or necessary for the conduct if none of the business foregoing options are commercially feasible, the Parties will negotiate in good faith to establish a mutually agreeable alternative, taking due regard to BOCA market obligations. Notwithstanding the foregoing an indemnifying party shall not be obligated to indemnify the other under this section for an infringement arising from the combination of the Companyindemnifying party's products or materials with other products or materials not provided, made used or sold by the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except indemnifying party in cases where the failure to own both: (i) such Proprietary Rights infringement would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary occurred but for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any use of the Proprietary Rights, except where the other products or materials; and (ii) such infringement of would still have occurred if a third party vendor's comparable products or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists materials were substituted for the assertion of any such charge, claim indemnifying party's products or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementmaterials.

Intellectual Property. The Company, the Bank Company and the Subsidiaries own, have, or are licensed have rights or otherwise possess rights license to use free and clear of all Liens use, all patents, patent rights, licensespatent applications, trademarks, trademark applications, service marks, service xxxx regulations, trade names, trade secrets, inventions, copyrights, know-how (including trade secretslicenses, applications inventions, approvals and other unpatented intellectual property rights and similar rights as described in Schedule 3.1(p) as necessary or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks required for use in connection with their respective businesses and trade names which the failure to so have could have a Material Adverse Effect (collectively, the “Proprietary Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) used in that any of, the Intellectual Property Rights has expired, terminated or necessary for been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the conduct date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the business latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Bank and Intellectual Property Rights. Except as disclosed in the Subsidiaries as now conducted and as proposed Schedule 3.1(p), there is no claim, action or proceeding being made or brought, or to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on knowledge of the Company, being threatened, against the Bank Company or any Subsidiaryits Subsidiaries regarding its Intellectual Property Rights. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary Company has not received any claim for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing royalties or other agreement compensation from individuals, including employees or former employees of the Company who have made or are alleged to which the Company, the Bank or any Subsidiary is a party and, have made inventive contributions to the Company’s knowledgetechnology or products, that are pending or unsettled and, except as set forth in Schedule 3.1(p), the Company has no person is infringing upon obligation to pay royalties or other compensation to any such individuals. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of the Proprietary Rightsall of their intellectual properties, except where failure to do so could not, individually or in the infringement of or lack of aggregate, reasonably be expected to have a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementMaterial Adverse Effect.

Intellectual Property. The CompanyBuyer owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all of the Buyer Intellectual Property without any known conflict with, or infringement of, the Bank and rights of others. To the Subsidiaries ownBuyer’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Buyer violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Except as set forth in Schedule 5.15, other than with respect to commercially available software products under standard end-user object code license agreements, there are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rightsno outstanding options, licenses, inventionsContracts, copyrightsclaims, know-how (including trade secretsEncumbrances or shared ownership interests of any kind relating to the Buyer Intellectual Property, applications and other unpatented nor is the Buyer bound by or unpatentable proprietary a party to any options, licenses or confidential information, systems or procedures)agreements of any kind with respect to the patents, trademarks, service marks marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and trade names (collectivelyprocesses of any other Person. The Buyer has not received any communications alleging that the Buyer has violated, “Proprietary Rights”) used in or necessary for the conduct by conducting its business, would violate any of the business patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Buyer has obtained and possesses valid licenses to use all of the Companysoftware programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Buyer’s business. To the Buyer’s knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Bank Buyer. Each employee and consultant has assigned to the Subsidiaries Buyer all intellectual property rights he or she owns that are related to the Buyer’s business as now conducted and as presently proposed to be conducted as Previously Disclosedconducted. For purposes of this Section 5.15, except where the failure Buyer shall be deemed to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the knowledge of a patent right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any if Buyer has actual knowledge of the Proprietary Rights, except where the infringement patent right or would be found to be on notice of or lack of a such patent right as determined by reference to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementUnited States patent laws.

Intellectual Property. The CompanyExcept as would not reasonably be likely, either individually or in the Bank aggregate, to have a Material Adverse Effect on Charter: (i) Charter and the Subsidiaries CharterBank own, or are licensed or otherwise possess rights to use (in each case, free and clear of all any material Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresthan any Permitted Encumbrances), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or Intellectual Property necessary for the conduct of their respective businesses without infringing as currently conducted; (ii)(A) the use of any Intellectual Property by Charter and CharterBank does not infringe, misappropriate or otherwise violate the rights of any person Person, and (B) no Person has asserted to Charter in writing that Charter or CharterBank has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Person; (iii) to the knowledge of Charter, no Person is challenging, infringing on or otherwise violating the terms any right of Charter or CharterBank with respect to any Intellectual Property owned by Charter or CharterBank; (iv) neither Charter nor CharterBank has received any written notice of any licensing pending claim with respect to any Intellectual Property owned by Charter or other agreement to which the Company, the Bank or any Subsidiary is a party and, CharterBank; (v) to the Company’s knowledgeknowledge of Charter, since January 1, 2016, no person is infringing upon third party has gained unauthorized access to any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any information technology networks controlled by and material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct operation of the business of Charter and CharterBank; and (vi) Charter and CharterBank have taken commercially reasonable actions to avoid the Companyabandonment, cancellation or unenforceability of all material Intellectual Property owned or licensed, respectively, by Charter and CharterBank. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the Bank or goodwill associated with the foregoing and registrations in any Subsidiaryjurisdiction of, except for defaults, if any, which would not have and applications in any material impact on the Companyjurisdiction to register, the Bank foregoing, including any extension, modification or renewal of any Subsidiarysuch 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 any jurisdiction; trade secrets; and copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof. The validity, continuation A true and effectiveness complete listing of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected Intellectual Property owned by the transactions contemplated by this AgreementCharter or CharterBank is contained in Charter Disclosure Schedule Section 3.19.

Intellectual Property. The CompanyExcept as otherwise described in the Disclosure Package and the Final Prospectus, the Bank Company owns or has adequate rights to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and the Subsidiaries own(ii) inventions, software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or are licensed procedures) (collectively, “Intellectual Property Assets”) sufficient to conduct its business as currently conducted, and described in the Prospectus, except to the extent that the failure to own or otherwise possess rights to use free and clear such Intellectual Property Right or Intellectual Property Assets would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company has not received written notice of all Liens all patentsany challenge, patent rightswhich is to its knowledge still pending, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for by any person to the conduct rights of the business Company with respect to any Intellectual Property Rights or Intellectual Property Assets. To the knowledge of the Company, the Bank and the Subsidiaries Company business as now conducted does not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person where such infringement, misappropriation or violation would reasonably be expected to result in a Material Adverse Change. Except as proposed described in the Disclosure Package and the Final Prospectus, no claim has been made in writing to the Company alleging the infringement by the Company of any patent, trademark, service mxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person, in each case the loss of which patent, trademark, service mxxx, trade name, copyright, trade secret, license or intellectual property right or franchise right would reasonably be conducted as Previously Disclosedexpected to result in a Material Adverse Change. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements except where to the extent the failure to own take such Proprietary Rights steps would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right reasonably be expected to use all Proprietary Rights used result in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementMaterial Adverse Change.

Intellectual Property. The Company, the Bank Company and the its Subsidiaries own, own or are licensed or otherwise possess license rights to use free and clear of all Liens all patentsinventions, patent rights, licensestrademarks, inventionsservice marks, trade names, trade dress, domain names, copyrights, licenses, know-how (including how, trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures)procedures (including all registrations and applications for registration of, trademarksand all goodwill associated with, service marks and trade names any of the foregoing, as applicable) (collectively, “Proprietary RightsIntellectual Property”) described in the Registration Statement and the Prospectus as being owned by or licensed to the Company and its Subsidiaries, and, to the best knowledge of the Company, all other Intellectual Property used in or reasonably necessary for the conduct of their business as currently conducted and as proposed to be conducted in the Registration Statement or the Prospectus, and, to the best knowledge of the Company, such Intellectual Property rights are valid and enforceable. To the best knowledge of the Company, the conduct of the business of the CompanyCompany and its Subsidiaries does not, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing such business as disclosed in the Registration Statement or the Prospectus will not, infringe, misappropriate or otherwise violate any Intellectual Property rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiaryothers. Except as Previously Discloseddescribed in the Registration Statement or the Prospectus, there is no charges, claims or litigation have been asserted pending or, to the Company’s best knowledge, threatened against action, suit, proceeding or claim by any others (i) that the Company, the Bank Company or any Subsidiary contesting of its Subsidiaries infringes, misappropriates or otherwise violates the right Intellectual Property of others, or (ii) challenging the validity, enforceability, scope or ownership of any Intellectual Property owned by or licensed to the Company or any of its Subsidiaries or their rights therein. To the best knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Bank Company or any Subsidiary of its Subsidiaries. To the best knowledge of Company, none of the Intellectual Property used by the Company or any of its Subsidiaries in the conduct of its business has been obtained or is being used by the Company or any of its Subsidiaries in material violation of any contractual obligation binding on the Company or any of its Subsidiaries. Except as set forth in the Registration Statement or the Prospectus, the Intellectual Property owned by the Company and its Subsidiaries is solely owned by the Company or its Subsidiaries free and clear of any liens or encumbrances. Neither the Company nor any of its Subsidiaries is subject to useany judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable steps, in accordance with normal industry practice for a company of like size and resources, to maintain the validity confidentiality of all Intellectual Property the value of which to the Company or any of its Subsidiaries is contingent upon maintaining the confidentiality thereof, and neither the Company nor any of its Subsidiaries is aware of any material disclosure of such Intellectual Property other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company and its Subsidiaries, all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, officers and other employees involved in the development of Intellectual Property for the Company and its Subsidiaries have signed confidentiality and invention assignment agreements or similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the Company and its Subsidiaries pursuant to which the Company and its Subsidiaries either (i) have obtained ownership of and are the exclusive owners of, any or (ii) have a valid and unrestricted right to exploit, sufficient for the conduct of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereoftheir business, andsuch Intellectual Property. No founder, officer or, to the Company’s best knowledge, no valid basis exists for other employee of the assertion Company is in or has been in material violation of any such chargeterm of any employment contract, claim or litigation. All licenses and other agreements to which the Companypatent disclosure agreement, the Bank invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure agreement or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating restrictive covenant to or affecting creditors’ rights and with a former employer where the basis of such violation relates to general equity principlessuch founder, as officer or employee’s relationship or activities with the case may be, and there have not been and there currently are not any defaults (Company or any event that, with notice or lapse of timeits Subsidiaries, or both, would constitute a default) otherwise relates to rights in the Intellectual Property owned or purported to be owned by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating licensed to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementCompany or its Subsidiaries.

Intellectual Property. The CompanyCompany owns or possesses adequate rights or licenses to the inventions, know-how, patents, patent rights, copyrights, trademarks, trade names, licenses, approvals, governmental authorizations, trade secrets confidential information and other intellectual property rights necessary to conduct the Bank business now operated by it and the Subsidiaries ownpresently contemplated to be operated by it (collectively, or are licensed or otherwise possess rights to use “Intellectual Property Rights”), free and clear of all Liens all patentsliens, patent rightssecurity interests, licensescharges, inventionsencumbrances, copyrights, know-how (including trade secrets, applications equities and other unpatented adverse claims, and the Company has not received any notice of infringement of or unpatentable proprietary or confidential informationconflict with asserted rights of others with respect to any Intellectual Property Rights except as disclosed in the SEC Filings and except as to any such claims that would not have a Material Adverse Effect. Except as set forth on Schedule 4.15 hereto, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct none of the business Company’s Intellectual Property Rights have expired or terminated, or are expected to expire or terminate within three years from the date of this Agreement, except where such expirations or termination would not result, either individually or in the aggregate, in a Material Adverse Effect. To the knowledge of the Company, the Bank Company’s patents and other Intellectual Property Rights and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosedpresent activities of the Company do not infringe any patent, except copyright, trademark, trade name or other proprietary rights of any third party where the failure to own such Proprietary Rights would not have any material impact infringement may cause a Material Adverse Effect on the Company, the Bank and there is no claim, action or any Subsidiary. The Companyproceeding being made or brought against, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person being threatened against, the Company regarding its Intellectual Property Rights, and the Company is infringing upon unaware of any facts or circumstances which might give rise to any of the Proprietary Rights, except where foregoing. The Company has no knowledge of the material infringement of its Intellectual Property Rights by third parties and has no reason to believe that any of its Intellectual Property Rights is unenforceable, and the Company is unaware of any facts or lack of a right circumstances which might give rise to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiaryforegoing. The validityCompany has taken commercially reasonable security measures to protect the secrecy, continuation confidentiality and effectiveness value of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementof its intellectual properties.

Intellectual Property. The Company, the Bank Company and the Subsidiaries own, or are licensed or otherwise possess rights the right to use free and clear of all Liens all patentstrademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, copyrightstechnology, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential informationintellectual property and similar rights, systems or procedures), trademarks, service marks including registrations and trade names applications for registration thereof (collectively, “Proprietary Intellectual Property Rights”) used in or necessary for the conduct of their respective businesses, except for such as would not have a Material Adverse Effect, and the business Company is not aware of any claim to the contrary or any challenge by any other Person to the rights of the Company, the Bank Company and the Subsidiaries with respect to the foregoing. Except as described in the SEC Reports, (i) to the Company’s Knowledge, the Company’s business as now conducted and as proposed to be conducted does not and will not infringe or conflict with any Intellectual Property Rights or franchise right of any Person and (ii) no claim has been made against the Company alleging the infringement by the Company or any of its licensees or other third parties of any Intellectual Property Rights or franchise right of any Person, except for such as Previously Disclosedwould not have a Material Adverse Effect. Each employee of and consultant to the Company and its Subsidiaries has entered into a confidentiality and invention assignment agreement in favor of the Company or its applicable Subsidiary as a condition of the employment or retention of services of such employee or consultant, except where the failure to own enter into such Proprietary Rights an agreement would not have any material impact on a Material Adverse Effect. Except for matters relating to third parties expressly identified and named in the SEC Reports: (A) to the Company’s Knowledge, there are no rights of third parties to any Intellectual Property Rights owned by or licensed to the Bank Company or any Subsidiary. The Company, the Bank and of the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing that conflict with the rights of the Company or the Subsidiaries related to such Intellectual Property Rights, except for any person such rights that would not have or violating reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) to the Company’s Knowledge, there is no infringement by third parties of any Intellectual Property Rights owned by or licensed to the Company or the Subsidiaries that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) other than in connection with assertions or inquiries made by patent office examiners in the ordinary course of the prosecution of the patent applications of the Company or the Subsidiaries, there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or other claim by others challenging the rights of the Company or any of the Subsidiaries in or to, or alleging the violation of any of the terms of of, or challenging the validity, enforceability or scope of, any licensing Intellectual Property Rights owned by or other agreement licensed to which the CompanyCompany or the Subsidiaries, except for any such claims that would not have or reasonably be expected to have, individually or in the Bank or any Subsidiary is aggregate, a party Material Adverse Effect and, to the Company’s knowledgeKnowledge, there are no person facts that would form a reasonable basis for any such claim; (D) there is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted pending or, to the Company’s knowledgeKnowledge, threatened against action, suit, proceeding or other claim by others that the Company, the Bank Company or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights Subsidiaries, or challenging any of their respective licensees, infringes or questioning the validity otherwise violates, or effectiveness would infringe or otherwise violate upon commercialization of its products and product candidates, any license patent, trademark, copyright, trade secret or agreement pertaining thereto or asserting the misuse thereofother proprietary rights of others, and, and to the Company’s knowledgeKnowledge, there are no valid facts that would form a reasonable basis exists for the assertion of any such chargeclaim by others that the Company or any of the Subsidiaries, claim or litigation. All licenses any of their respective licensees, infringes or otherwise violates, or would infringe or otherwise violate upon commercialization of its products and other agreements product candidates, any Intellectual Property Rights of others, except, in each case in this clause (D), for any such claims that would not have or reasonably be expected to which have, individually or in the aggregate, a Material Adverse Effect; (E) to the Company’s Knowledge, the Bank there is no patent or patent application that contains claims that conflict with any Subsidiary is a party relating to Proprietary Intellectual Property Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business businesses of the Company, the Bank Company or any Subsidiaryof the Subsidiaries as currently or contemplated to be conducted, except for defaults, if any, which such as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (F) to the Company’s Knowledge, none of the Intellectual Property Rights used by the Company or the Subsidiaries in their businesses has been obtained or is being used by the Company or the Subsidiaries in violation of any material impact contractual obligation binding on the Company, any of the Bank Subsidiaries in violation of the rights of any Persons, except for such as would not have or any Subsidiary. The validityreasonably be expected to have, continuation and effectiveness of all licenses and other agreements relating to individually or in the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementaggregate, a Material Adverse Effect.

Intellectual Property. The To the Company’s knowledge, the Bank and the Subsidiaries ownCompany owns or possesses, or are licensed or otherwise possess rights has obtained valid and enforceable licenses for, the valid right to use free and clear of all Liens all patents, patent rightstrademarks, licensestrademark registrations, inventionsservice marks, service xxxx registrations, trade names, copyrights, know-how (including databases, Internet domain names, trade secrets, applications secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names intellectual property (collectively, “Proprietary RightsIntellectual Property”) used necessary to carry on its business as currently conducted, and as proposed to be conducted, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, “Relevant Intellectual Property”), except where the failure to own, license or necessary for have such rights would not, individually or in the conduct aggregate, have Material Adverse Effect, and the Company has not received any written notice of any claim to the contrary with respect to the foregoing. Each of the business agreements described in the Registration Statement, the General Disclosure Package and the Prospectus, that include licenses or transfers of the Relevant Intellectual Property (each an “Intellectual Property Agreement”) is valid, binding upon and enforceable against the Company in accordance with its terms. The Company has complied in all material respects with, and are not in material breach of, and have not received any asserted or threatened claim of material breach of, any Intellectual Property Agreement, and the Company has no knowledge of any material breach or anticipated material breach by any other person to any Intellectual Property Agreement. To the Company’s knowledge, the Bank and the Subsidiaries Company’s business as now conducted and as proposed to be conducted conducted, in each case as Previously Disclosed, except where described in the failure to own such Proprietary Rights would not have any material impact on the CompanyRegistration Statement, the Bank or any Subsidiary. The Company, the Bank General Disclosure Package and the Subsidiaries have Prospectus, does not infringe or conflict with the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the Intellectual Property rights of any person or violating entity. The Company has not received any claim alleging infringement, misappropriation or other violation by the terms Company of any licensing Intellectual Property of any person or other agreement to which entity, and the CompanyCompany is unaware of any facts that could form a reasonable basis for any such claim upon commercialization of the drug candidates described in the Registration Statement, the Bank or any Subsidiary is a party and, to General Disclosure Package and the Prospectus. To the Company’s knowledge, no person or entity infringes, misappropriates or otherwise violates any Intellectual Property owned by or licensed to the Company (“Company Intellectual Property”) in any material respect. The Company has taken all steps reasonably necessary to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements when disclosing trade secrets or confidential information. The granted and issued registered Company Intellectual Property is infringing upon any currently in force and has been properly maintained and has not been adjudged by a court or tribunal of competent jurisdiction as invalid or unenforceable, in whole or in part, and except as otherwise disclosed in the Proprietary RightsRegistration Statement, the General Disclosure Package and the Prospectus and, except where as would not, individually or in the infringement of or lack of aggregate, have a right to use such Proprietary Rights would not have any material impact on the CompanyMaterial Adverse Effect, the Bank or any Subsidiary. Except as Previously Disclosed, there is no charges, claims or litigation have been asserted pending or, to the Company’s knowledge, threatened against the Companyaction, the Bank suit, proceeding or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or claim by others challenging or questioning the validity or effectiveness scope of any license or agreement pertaining thereto or asserting the misuse thereof, and, such Company Intellectual Property. The Company (and to the Company’s knowledge, no valid basis exists for the assertion Company’s licensors) have followed in all material respects all relevant laws, rules, procedures and requirements in the filing, prosecution and maintenance of any such charge, claim or litigation. All licenses and other agreements pending government registered Company Intellectual Property in the relevant jurisdiction to which the Company, the Bank or any Subsidiary such government registered Company Intellectual Property is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementpending.

Intellectual Property. The CompanyExcept as set forth in the Registration Statement, the Bank Time of Sale Disclosure Package and the Prospectus, the Company and its Subsidiaries ownown or possess the right to use, or are licensed or otherwise possess rights has a reasonable basis to use free and clear of believe that it can acquire on reasonable terms the right to use, all Liens all (i) patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks marks, service mxxx registrations, Internet domain name registrations, copyrights, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary RightsIntellectual Property Assets”) necessary to conduct its businesses as currently conducted and described in the Registration Statement and the Prospectus, and which the failure to own or have such rights would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any opinion from its legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and except as described in the Registration Statement and the Prospectus, have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company and its Subsidiaries, which if determined adversely against the Company would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, to the knowledge of the Company, the business of the Company and its subsidiaries as now conducted does not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. To the knowledge of the Company, all licenses for the use of the Intellectual Property Rights described in the Registration Statement and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company and its subsidiaries have complied in all material respects with, and are not in breach nor have received any written notice of any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach by any other person to any Intellectual Property license. Except as described in the Registration Statement, no claim has been made against the Company nor its Subsidiaries alleging the infringement by the Company or its Subsidiaries of any patent, trademark, service mxxx, trade name, copyright, trade secret, license in or necessary other intellectual property right or franchise right of any person, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries have taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated herein will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require any further consent of any other person in respect of, the right of the Company and its Subsidiaries to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company and its Subsidiaries have taken reasonable actions to obtain ownership of works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and its Subsidiaries and which relate to the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right licenses to use such Proprietary Rights would not have any material impact on the Company, the Bank works of authorship or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementinventions.

Intellectual Property. The Company, the Bank Company and the its Subsidiaries own, or are licensed or otherwise possess rights have a valid right to use free and clear of use, all Liens all patentstrademarks, patent rightsservice marks, licensestradenames, inventionsdomain names, copyrights, patents, hardware, software, trade secrets, information and know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names intellectual property (collectively, “Proprietary RightsIntellectual Property”) necessary to conduct, or used in or necessary held for use in, the Business as currently conducted, a correct and complete list of which, other than as to any non-proprietary and non-material Intellectual Property, as of the date of this Agreement, is set forth on Schedule 3.30, and the conduct of the business Business (including the products and services of the CompanyCompany and its Subsidiaries) does not infringe upon, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank misappropriate or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing otherwise violate the rights of any person or violating the terms of any licensing or other agreement to which the CompanyPerson, the Bank or any Subsidiary is a party and, to and the Company’s knowledge, and its Subsidiaries’ rights thereto are not subject to any licensing agreement or similar arrangement. There has been no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been claim asserted or, to the Company’s knowledgeSellers’ Knowledge, threatened in the past three (3) years against the Company, the Bank Company or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or its Subsidiaries asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for that the conduct of the business Business infringes upon, misappropriates, or otherwise violates the rights of any other Person. To Sellers’ Knowledge, no Person is infringing, misappropriating, or otherwise violating any Intellectual Property owned, used, or held for use by the Company or any of its Subsidiaries in the conduct of the Business, and no such claims have been asserted or threatened against any Person by the Company or any of its Subsidiaries, to Sellers’ Knowledge, any other Person, in the past three (3) years. The Company and its Subsidiaries take reasonable measures to protect the confidentiality of material trade secrets. During the three (3) years prior to the date hereof, (i) there have been no material security breaches in the Company, the Bank ’s or any Subsidiary’s information technology systems, except for defaults, if any, which would not and (ii) there have any material impact on been no disruptions in the Company, the Bank ’s or any Subsidiary’s information technology systems that materially adversely affected the Company’s or any Subsidiary’s business or operations. The validityCompany and its Subsidiaries have evaluated their disaster recovery and backup needs and have implemented plans and systems that reasonably address their assessment of risk. No current or former Affiliate (except the Acquired Companies), continuation and effectiveness partner, director, stockholder, officer, or employee of all licenses and other agreements relating the Company or any Subsidiary will, after giving effect to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated hereby, own or retain any rights to use any of the Intellectual Property owned, used, or held for use by this Agreementthe Company or its Subsidiaries in the conduct of the Business.

Intellectual Property. The Company, To the Bank and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business knowledge of the Company, the Bank Company and its subsidiaries own or possess the Subsidiaries valid right to use all material (i) patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, "Intellectual Property Assets") necessary to conduct their respective businesses as now conducted currently conducted, and as proposed to be conducted as Previously Disclosed, except where and described in the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any SubsidiaryProspectus. The Company, the Bank Company and the Subsidiaries its subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct not received any opinion from their legal counsel concluding that any activities of their respective businesses without infringing infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any person Intellectual Property Rights or violating Intellectual Property Assets owned or used by the terms of any licensing Company or other agreement to which its subsidiaries. To the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank Company and its subsidiaries’ respective businesses as now conducted do not give rise to any material infringement of, any misappropriation of, or other violation of, any Subsidiary valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the material Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or the validity of, hold for use any of the Proprietary Intellectual Property Rights as owned, used or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists held for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are use in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementas currently conducted.

Intellectual Property. The Company, the Bank and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear Any original works of all Liens all patents, patent rights, licensesauthorship, inventions, copyrightsconcepts, know-how (including improvements or trade secrets, applications and other unpatented whether or unpatentable proprietary not patentable or confidential informationregistrable under copyright or similar laws, systems that I solely or procedures)jointly conceive or develop or reduce to practice, trademarksor cause to be conceived or developed or reduced to practice, during the period of time I am in the service marks and trade names of the Company (collectively, collectively referred to as “Proprietary RightsIntellectual Property”) used in and which (i) are developed using the equipment, supplies, facilities or necessary for the conduct of the business Confidential Information of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on (ii) result from or are suggested by work performed by me for the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, (iii) relate to the Company’s knowledgebusiness, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank anticipated research or any Subsidiary contesting the right development of the Company, shall be the Bank or any Subsidiary to use, or the validity of, any sole and exclusive property of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, Company. I hereby assign to the Company’s knowledge, no valid basis exists or its designee, all of my right, title and interest in and to such Intellectual Property. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my Relationship with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the assertion of any such charge, claim or litigationUnites States Copyright Act. All licenses and other agreements I further agree to which assist the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute validits designee, binding and enforceable obligations of at the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium ’s expense and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) in every proper way requested by the Company, to secure the Bank Company’s rights in the Intellectual Property, including any copyrights, patents or ether rights in any Subsidiary under and all countries. If the Company is unable because of my mental or physical incapacity or for any license or other agreement affecting Proprietary Rights used reason to secure my assistance in or necessary perfecting the rights transferred in this Agreement, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to perfect such rights with the conduct same legal force and effect as if done by me. The designation and appointment of the business Company and its duly authorized officers and agents as my agent and attorney in fact shall be deemed to be coupled with an interest and therefore Irrevocable. If in the course of my Relationship with the Company, the Bank I incorporate into Company property any intellectual property owned by me or any Subsidiary, except for defaults, if any, in which would not I have any material impact on the Companyan interest, the Bank Company is hereby granted and shall have a nonexclusive, royalty-free, revocable, perpetual, worldwide license to make, have made, modify, use and sell such intellectual property as part of or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementin connection with such Company property.

Intellectual Property. The Companyterm "Intellectual Property Assets" shall include the names of the Acquired Companies, all other fictitious business names and trade names under which the Bank Acquired Companies have conducted their businesses, registered and unregistered trademarks, service marks and applications (collectively, "Marks") used in connection with the Subsidiaries ownAcquired Companies' businesses, all copyrights in both published works and unpublished works (collectively, "Copyrights") owned, developed or used by any of the Acquired Companies in connection with the operation of the businesses, all patents and patent applications, both domestic and foreign (collectively, "Patents") the inventions covered by which are owned or used or have been developed by any of the Acquired Companies in connection with the operation of the businesses, and all designs, inventions, know-how, trade secrets, confidential information, software, technical information, workbooks, consulting plans and products (collectively, "Trade Secrets") owned, developed or used by any of the Acquired Companies in connection with the operation of the businesses. All of the Intellectual Property Assets of the Acquired Companies are described in Part 2.7 of the Disclosure Letter. The Intellectual Property Assets are all the intellectual property necessary or used in the operation of the Acquired Companies' business and are sufficient for the continued conduct of the Acquired Companies' businesses after the closing in substantially the same manner as conducted prior to the Closing. There are no pending Proceedings or threatened disputes or disagreements with respect to the Intellectual Property Assets, and to the Knowledge of the Acquired Companies there is no basis, whether or not pending or threatened, for any challenge to the validity, enforceability, or ownership of any Intellectual Property. The Acquired Companies are licensed or otherwise possess rights the owners of all right, title and interest in and to use each of the Intellectual Property Assets free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own Encumbrances. No such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing Intellectual Property Asset infringes upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledgeKnowledge of Acquired Companies, threatened against has been alleged to infringe upon the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness Intellectual property rights of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementPerson.

Intellectual Property. The Company has made available to the Purchaser copies of all of its written records relating to (a) applications for or registrations of any patents, trademarks, service marks, trade names, copyrights (including mask works) and Internet domain names owned by the Company; (b) material common law trade marks, service marks, trade names and corporate names owned by the Company; and (c) licenses of IP Rights granted to the Company, a complete list of which is set forth on section I of Schedule 3.14. The Company has used commercially reasonable efforts to protect its interests in any IP Rights used to conduct its business as presently conducted and for the Bank performance of the R&D Program. Except as set forth in section II of Schedule 3.14, (x) to the best knowledge of the Company, based on its consultation with its patent counsel, the Company owns and the Subsidiaries ownpossesses all right, title and interest in and to, or are licensed possesses the valid right to use (without the making of any payment to others (other than license or otherwise possess maintenance fees as specified in Schedule 3.14) or the obligation to grant rights to use others in exchange) the IP Rights necessary to enable the Company to carry out the R&D Program and to conduct the business of the Company as presently conducted, free and clear of all Liens all patentsliens, patent rightspledges, licenses, inventions, copyrights, know-how (including trade secrets, applications charges or security interests of any kind or nature and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct none of the business IP Rights are likely to be held invalid or unenforceable, and (y) the Company has not received any written notices of infringement or misappropriation from any Person with respect to the IP Rights of the Company. Except as set forth in section III of Schedule 3.14, the Company has not granted any rights or licenses of any kind to any Person in the IP Rights of the Company. To the best knowledge of the Company, based on its consultation with its patent counsel, the Bank and use of the Subsidiaries IP Rights of the Company used to conduct its business as now presently conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct performance of their respective businesses without infringing the rights R&D Program do not infringe and will not infringe any IP Rights of any person or violating Person. To the terms best of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, based on consultation with its patent counsel, there is no person is infringing upon any unauthorized use, infringement or misappropriation of the Proprietary Rights, except where IP Rights of the infringement of or lack of a right to use such Proprietary Rights would not have Company by any material impact on the Company, the Bank or any Subsidiarythird party. Except as Previously Disclosed, no charges, claims or litigation have been asserted orset forth in section III of Schedule 3.14, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right best knowledge of the Company, the Bank or any Subsidiary to usebased on consultation with its patent counsel, or the validity of, any all licenses of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights as listed therein, (1) are valid and binding and in full force and effect and constitute validrepresent the entire agreement between the respective licensor and licensee with respect to the subject matter of such license; and (2) will, immediately following the Initial Closing, continue to be valid and binding and enforceable obligations in full force and effect on terms identical in all material respects to those currently in effect; the consummation of the transactions contemplated by this Agreement will not constitute a material breach or default under such license or otherwise so as to give the licensor or any other Person a right to terminate such license. The Company has not (A) received any notice of termination or cancellation under such license, (B) received any notice of breach or default under such license, which breach has not been cured, or (C) granted to any other third party any rights, adverse or otherwise, under such license that would constitute a material breach of such license. To the best knowledge of the Company, the Bank Company is not in material breach or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may bedefault thereof, and there have not been and there currently are not any defaults (or any no event has occurred that, with notice or lapse of time, or both, would constitute such a default) by material breach or default or permit termination, modification or acceleration under such license, other than the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used lapse of time which results in or necessary for the conduct expiration of the business term of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementsuch license.

Intellectual Property. The CompanyExcept as disclosed in the Registration Statement or the Prospectus, the Bank Company and its subsidiaries own or possess the Subsidiaries own, or are licensed or otherwise possess rights valid right to use free all (i) valid and clear of all Liens all enforceable patents, patent rightsapplications, licensestrademarks, inventionstrademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, know-how copyright registrations, licenses and trade secret rights (including trade secrets“Intellectual Property Rights”) and (ii) inventions, applications and other unpatented or unpatentable proprietary or confidential informationsoftware, systems or procedures)works of authorships, trademarks, service marks marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade names secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary RightsIntellectual Property Assets”) used necessary to conduct their respective businesses as currently conducted, except to the extent that the failure to own, possess, license or have other rights to use such Intellectual Property Rights or Intellectual Property Assets would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or necessary for otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the conduct rights of the business Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Bank Company and the Subsidiaries its subsidiaries’ respective businesses as now conducted do not constitute infringement of, misappropriation of, or other violation of, any valid and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary enforceable Intellectual Property Rights would not have of any material impact on the Company, the Bank or any Subsidiaryother person. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary All licenses for the conduct use of their respective businesses without infringing the rights of any person or violating Intellectual Property Rights described in the terms of any licensing or other agreement Prospectus to which the Company, the Bank or any Subsidiary Company is a party andare, to the Company’s knowledge, valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. The Company has complied in all material respects with, and is not in material breach nor has received any written notice of any asserted or threatened claim of breach of, any license agreement pursuant to which Intellectual Property Rights have been licensed to or by the Company (the “Intellectual Property Licensed Agreements”), and the Company has no knowledge of any material breach by any other person is infringing upon to any Intellectual Property License Agreement. Except as described in the Prospectus, no claim has been made in writing against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Proprietary RightsIntellectual Property Rights as owned, except where the infringement of used or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) held by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used Company for use in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementas currently conducted.

Intellectual Property. The CompanyExcept as disclosed in the SEC Reports, each of the Bank Company and its Subsidiaries owns or has the Subsidiaries own, or are licensed or otherwise possess rights valid right to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how Intellectual Property (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”as defined below) used in or necessary for the conduct of the business businesses of the Company and its Subsidiaries in the manner described in the SEC Reports as now conducted or proposed to be conducted. Except as disclosed in the SEC Reports: (i) to the knowledge of the Company, no third party has infringed, misappropriated, diluted or otherwise violated in any material respect any Intellectual Property rights of the Company or any of its Subsidiaries, and no claims for any of the foregoing have been brought against any third party by the Company or any of its Subsidiaries; (ii) the Intellectual Property owned by the Company or its Subsidiaries and, to the knowledge of the Company, the Bank and Intellectual Property licensed to the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank Company or any Subsidiary. The Company, the Bank and the its Subsidiaries have the right to use all Proprietary Rights used not been adjudged invalid or unenforceable, in whole or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Companyin part, the Bank or any Subsidiary and there is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, threatened action, suit, proceeding, investigation or claim challenging the Bank validity, enforceability, scope, issuance/registration, use or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness ownership of any license or agreement pertaining thereto or asserting such Intellectual Property, and the misuse thereof, andCompany is unaware of any facts which would form a reasonable basis for any such claim; (iii) there is no pending or, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations knowledge of the Company, threatened action, suit, proceeding or claim by others that the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (Company or any event thatof its Subsidiaries infringes, with notice misappropriates, dilutes or lapse otherwise violates any Intellectual Property of timeothers, which could have or both, would constitute reasonably be expected to have a defaultMaterial Adverse Effect; and (iv) by each of the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for Company and its Subsidiaries has taken reasonable steps to maintain and protect all Intellectual Property that is material to the conduct of the business of the Company, the Bank or any Subsidiaryits business, except for defaultswhere failure to do so could not, if anyindividually or in the aggregate, which would not reasonably be expected to have any material impact on the Company, the Bank or any Subsidiarya Material Adverse Effect. The validityterm “Intellectual Property” as used herein means all patents, continuation and effectiveness of all licenses patent applications, trademarks, trademark applications, service marks, trade names, trade dress, domain names, copyrights, licenses, inventions, trade secrets, technology, software, systems, know-how and other agreements relating to the Proprietary Rights intellectual property and the current terms thereof will not be affected by the transactions contemplated by this Agreementproprietary rights.

Intellectual Property. The CompanySTB or its subsidiaries owns each of the patents and patent applications referred to in the STB SEC Reports and, except as disclosed in the Bank STB SEC Reports, (i) each of STB and the Subsidiaries ownits subsidiaries owns or possesses, or are licensed could obtain ownership or otherwise possess possession of (on terms not materially adverse to the consolidated financial position, shareholders' equity, results of operations of STB and its subsidiaries taken as a whole) adequate and enforceable rights to use free and clear of all Liens all other patent applications, patents, patent rightstrademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable similar rights and proprietary or confidential information, systems or procedures), trademarks, service marks knowledge (collectively with the patents and trade names (collectively, “Proprietary Rights”) used patent applications described in or necessary for the conduct of the business of the CompanySTB SEC Reports, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or "Intangibles") necessary for the conduct of their respective businesses without infringing the rights and (ii) neither STB nor any subsidiary, to its knowledge, has infringed, is infringing, or has received any notice of infringement of any person or violating the terms Intangible of any licensing other person that, if the subject of an unfavorable decision, ruling or other agreement finding, could reasonably be expected to which the Company(or, the Bank or any Subsidiary is a party and, with respect to the Company’s knowledge, no person is infringing upon any pending patent litigation as of the Proprietary Rightsdate hereof, except where the infringement STB does not believe will) have a Material Adverse Effect and STB knows of or lack no basis therefor. The expiration of a right to use such Proprietary Rights any Intangibles would not have any material impact a Material Adverse Effect on the Company, the Bank or any SubsidiarySTB and its subsidiaries taken as a whole. Except as Previously Disclosedset forth in the STB SEC Reports, STB has received no charges, notice of potential indemnity claims or litigation have been asserted or, from customers based upon a notice of infringement any such customer has received from a patent owner relating to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the an assertion of any such charge, claim infringement of a patent other than potential indemnity claims which individually or litigation. All licenses and other agreements to which in the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which aggregate would not reasonably be expected to have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementa Material Adverse Effect.

Intellectual Property. The Company, the Bank Company and the Subsidiaries own, Subsidiary own or are licensed possess or otherwise possess have valid rights to use free and clear of all Liens all patents, patent rightsapplications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, inventions, copyrights, know-how trade secrets and similar rights (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary "Intellectual Property Rights”") used in or necessary for the conduct of the business of the CompanyCompany and the Subsidiary as currently carried on and as described in the Registration Statement, the Bank Disclosure Package and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where Prospectus. To the failure to own such Proprietary Rights would not have any material impact on knowledge of the Company, no action or use by the Bank Company or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or Subsidiary necessary for the conduct of their respective businesses without infringing its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or, except as described in the Registration Statement, the Disclosure Package or the Prospectus, similar fees for, any Intellectual Property Rights of others. Neither the Company nor the Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or the Subsidiary; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any person or violating such Intellectual Property Rights, and the terms Company is unaware of any licensing facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other agreement claims in this Section 2.34, reasonably be expected to which result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company or the Subsidiary and, to the knowledge of the Company, the Bank or any Subsidiary is a party and, Intellectual Property Rights licensed to the Company’s knowledgeCompany or the Subsidiary have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted pending or, to the Company’s knowledge, threatened against the Companyaction, the Bank suit, proceeding or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or claim by others challenging or questioning the validity or effectiveness scope of any license such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or agreement pertaining thereto or asserting in the misuse thereofaggregate, andtogether with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, no valid basis exists for threatened action, suit, proceeding or claim by others that the assertion Company or the Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company or the Subsidiary has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such chargeclaim that would, claim individually or litigation. All licenses in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; and other agreements (E) to which the Company’s knowledge, no employee of the Bank Company or the Subsidiary is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Subsidiary, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company or the Subsidiary which has not been patented has been kept confidential. Neither the Company nor the Subsidiary is a party relating to Proprietary or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in full force the Registration Statement, the Disclosure Package and effect the Prospectus and constitute validare not described therein. The Registration Statement, the Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or the Subsidiary has been obtained or is being used by the Company of the Subsidiary in violation of any contractual obligation binding and enforceable obligations on the Company or the Subsidiary or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons. Other than as set forth in the Registration Statement, the Disclosure Package or the Prospectus, neither the Company, nor the Subsidiary, has received claims for royalties or other compensation from individuals, including employees of the Company, the Bank who made inventive contributions to Company’s technology or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beproducts, and there neither Company or the Subsidiary will have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license no obligation to pay royalties or other agreement affecting Proprietary Rights used in or necessary for the conduct compensation to such individuals on account of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementsuch inventive contributions.

Intellectual Property. The Except as set forth on Section 4.15 of the Company Disclosure Letter and as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries own or have a valid license or other right to use all Company Intellectual Property necessary to carry on their business substantially as currently conducted, (ii) all Company Intellectual Property owned or purported to be owned by the Company or any Company Subsidiary that has been issued by or registered with, or the subject of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world are not expired, cancelled or abandoned and, to the Knowledge of the Company, are valid and enforceable, (iii) neither the Bank Company nor any Company Subsidiary has received any written notice of infringement of or conflict with, and to the Subsidiaries ownKnowledge of the Company, there are no infringements of, or are licensed or otherwise possess conflicts with, the rights of others with respect to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries Company or any Company Subsidiary as now it is currently conducted and as proposed planned to be conducted as Previously Disclosedconducted, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, (iv) to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right Knowledge of the Company, no Person is infringing on or conflicting with any rights of the Bank Company Intellectual Property, (v) the Company and the Company Subsidiaries have taken reasonable measures to protect the confidential nature of the trade secrets and confidential information that they own or any Subsidiary to use, (vi) the Company and the Company Subsidiaries have not experienced any breach of security, unauthorized access or disclosure of Company Protected Information since January 1, 2021 and (vii) the computers, software, hardware and all other information technology equipment owned, leased or licensed by the Company and the Company Subsidiaries and used in their businesses operate and perform as required by the Company or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses Company Subsidiaries in connection with their business and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have suffered any material impact on the Companymalfunction or disruption since December 31, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreement2021.

Intellectual Property. The Company, Company owns or possesses the Bank and the Subsidiaries own, or are licensed or otherwise possess rights valid right to use free all (i) valid and clear of all Liens all enforceable patents, patent rightsapplications, licensestrademarks, inventionstrademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, know-how copyright registrations, licenses and trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names ) (collectively, “Proprietary RightsIntellectual Property Assets”) used in or necessary for the to conduct of the its business of the Companyas currently conducted, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosedand described in the General Disclosure Package and the Prospectus, except where provided that with respect to Intellectual Property Rights and Intellectual Property Assets owned by third parties, the failure foregoing representation is made solely to own such Proprietary Rights would not have any material impact on the Company’s knowledge. The Company has not received any opinion from its legal counsel concluding that any activities of its business infringe, misappropriate or otherwise violate valid and enforceable Intellectual Property Rights of any other person, and has not received written notice of any challenge, which is to the Company’s knowledge still pending, by any other person to the rights of the Company with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company. To the Company’s knowledge, the Bank Company’s business as now conducted does not give rise to any infringement of, any misappropriation of, or other violation of, any Subsidiaryvalid and enforceable Intellectual Property Rights of any other person. To the Company’s knowledge, all licenses for the use of the Intellectual Property Rights described in the General Disclosure Package and the Prospectus are valid, binding upon and enforceable by or against the parties thereto in accordance with their terms. The CompanyCompany has complied in all material respects with, and is not in material breach of, nor has it received any asserted or threatened claim of breach of, all intellectual property licenses for the use of the Intellectual Property Rights, and the Company has no knowledge of any breach or anticipated breach by any other person of any such intellectual property licenses. Except as described in the General Disclosure Package, no claim has been made in writing against the Company alleging the infringement by the Company of any third-party Intellectual Property Rights. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Bank and the Subsidiaries have the Company’s right to own, use all Proprietary or hold for use any of the Intellectual Property Rights as owned, used or held for use in or necessary for the conduct of their respective businesses without infringing the rights business as currently conducted. With respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any person transactions other than defects which have been corrected or violating the terms of any licensing or other agreement to which the Companycan be corrected using reasonable efforts, the Bank or any Subsidiary is a party and, and to the Company’s knowledge, no person such software contains any device or feature designed to disrupt, disable or otherwise impair the functioning of any software or is infringing upon subject to the terms of any “open source” or other similar license that requires the source code of software owned by the Company to be publicly distributed or dedicated to the public. The Company has at all times complied in all material respects with all applicable laws relating to privacy, data protection and the collection and use of personal information collected, used or held for use by the Company in the conduct of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary’s business. Except as Previously Disclosed, no charges, No claims or litigation have been asserted or, to the Company’s knowledge, threatened against the CompanyCompany alleging a violation of any person’s privacy, personal information or data rights, and the Bank consummation of the transactions contemplated hereby will not breach or otherwise cause any Subsidiary contesting violation of any law related to privacy, data protection or the right collection and use of personal information collected, used or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use or modification or other misuse. The Company has taken all necessary actions to obtain (i) ownership of all works of authorship and inventions made by its employees during the Bank or any Subsidiary to use, or time they were employed by the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, Company and which relate to the Company’s knowledge, no valid basis exists for business or (ii) a license to use works of authorship or inventions created or developed by consultants or contractors in the assertion course of any such charge, claim or litigation. All licenses providing services to the Company and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are necessary in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreement.

Intellectual Property. The CompanyExcept as would not, individually or in the Bank and aggregate, have had or reasonably be expected to have a Company Material Adverse Effect, either the Subsidiaries ownCompany or a Company Subsidiary owns, or are is licensed or otherwise possess rights to use free and clear of use, all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) Intellectual Property Rights used in their respective businesses as currently conducted. Except as would not, individually or necessary for in the conduct of aggregate, have had or reasonably be expected to have a Company Material Adverse Effect, (a) there are no pending, or to the business Knowledge of the Company, threatened, (i) claims by any Person, alleging infringement, misappropriation, violation or dilution by the Bank and Company or the Company Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person Intellectual Property Rights of a third party or violating challenging the terms validity, enforceability, ownership or use of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where Intellectual Property Rights of the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank Company or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to Company Subsidiary by the Company’s knowledge, threatened against the Company, the Bank Company or any Company Subsidiary contesting or (ii) claims by the Company or any Company Subsidiary alleging infringement, misappropriation, violation or dilution by a third party of any Intellectual Property Rights of the Company or any Company Subsidiary; (b) no Intellectual Property Right of the Company or any Company Subsidiary will terminate or cease to be a valid right of the Company, the Bank or any Subsidiary to use, Company or the validity of, any Company Subsidiaries by reason of the Proprietary Rights or challenging or questioning the validity or effectiveness execution and delivery of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) this Agreement by the Company, the Bank performance of the Company of its obligations hereunder, or the consummation by the Company of the Merger; and (c) neither the Company nor any Company Subsidiary has granted any license, sublicenses or any other rights in, to or under the Intellectual Property Rights of the Company or any Company Subsidiary under any license other than (i) non-exclusive licenses, sublicenses or other agreement affecting Proprietary Rights used similar rights to use the Company’s and Company Subsidiaries’ trademarks, trade names and domain names and similar rights for advertising, marketing and signage purposes, including, without limitation, to lessors and sublessors under real property leases and (ii) licenses, sublicenses or other rights granted pursuant to or in or necessary for the conduct connection with any of the business Company Material Contracts listed in Section 3.18(a)(ii) or Section 3.18(a)(iii) of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementCompany Disclosure Letter.

Intellectual Property. The Company(a) Licensor represents and warrants to Licensee that (i) Licensor owns the entire right, title and interest in and to the Bank Licensed IP Rights, Technical Information and the Subsidiaries ownTechnology Transfer Materials, or are licensed or otherwise possess rights to use free and clear of all Liens all patentsliens, patent rightscharges and encumbrances, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”ii) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have Licensor has the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing grant to Licensee the rights of and licenses under the Licensed IP Rights, Technical Information and Technology Transfer Materials granted in this Agreement and has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Licensed IP Rights, Technical Information or Technology Transfer Materials in any person or violating manner inconsistent with the terms of any licensing or other agreement to which the Companyhereof, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon and will not take any of the Proprietary Rightsforegoing actions in any manner inconsistent with the terms hereof, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right (iii) none of the CompanyLicensed Patent Rights was fraudulently procured from the relevant governmental patent granting authority, the Bank or any Subsidiary to use, or the validity of, any (iv) as of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereofEffective Date, and, to the Company’s knowledgeKnowledge of Licensor, there is no valid basis exists for the assertion claim or demand of any Person pertaining to, or any proceeding which is pending or threatened, that asserts the invalidity, misuse or unenforceability of the Licensed Patent Rights or misappropriation of the Licensed Know-How, Technical Information or Technology Transfer Materials or challenges Licensor’s ownership of the Licensed Patent Rights, Licensed Know-How, Technical Information or Technology Transfer Materials or makes any adverse claim with respect thereto, including any claim the exercise of the Licensed Patent Rights, or the exercise or use of the Licensed Know-How, Technical Information or Technology Transfer Materials, infringes or misappropriates Intellectual Property of any Third Party, and, to the Knowledge of Licensor, there is no basis for any such chargeclaim, claim demand or litigation. All licenses and other agreements proceeding, (v) to which the CompanyKnowledge of Licensor, as of the Effective Date, the Bank or any Subsidiary is a party relating to Proprietary Licensed Patent Rights are in full force not being infringed by any Third Party and effect neither the Licensed Know-How, Technical Information or Technology Transfer Materials is being misappropriated by any Third Party, and constitute valid, binding and enforceable obligations (vi) as of the CompanyEffective Date, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as Licensed Patent Rights include all Patent Rights Controlled by Licensor that Cover the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementAsset.

Intellectual Property. The Company, the Bank Company and the Subsidiaries own, own or are licensed or otherwise possess rights the right to use free and clear of all Liens all (i) patents, patent rightsapplications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, copyrightssoftware, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures)works of authorships, trademarks, service marks marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade names secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary RightsIntellectual Property Assets”) used that are described in or necessary for the conduct of the business of the CompanyRegistration Statement, the Bank General Disclosure Package and the Subsidiaries Prospectus and are necessary to conduct their respective businesses as now conducted currently conducted, and as proposed to be conducted as Previously Disclosedand described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to own or possess such Proprietary Rights rights would not individually or in the aggregate have any material impact on the Company, the Bank or any Subsidiarya Material Adverse Effect. The Company, the Bank Company and the Subsidiaries have the right not received written notice of any challenge, which is to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing knowledge still pending, by any other person to the rights of the Company and the Subsidiaries with respect to any person Intellectual Property Rights or violating Intellectual Property Assets owned or used by the terms of any licensing Company or other agreement the Subsidiaries that, individually or in the aggregate, would reasonably be expected to which result in a Material Adverse Effect. Except as disclosed in the CompanyRegistration Statement, the Bank or any Subsidiary is a party andGeneral Disclosure Package and the Prospectus, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank or any Subsidiary to useCompany and the Subsidiaries’ respective businesses as now conducted do not infringe, misappropriate, or the validity ofotherwise violate, any of the Proprietary valid and enforceable Intellectual Property Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigationother person. All licenses and other agreements to which for the Companyuse of the Intellectual Property Rights described in the Registration Statement, the Bank or any Subsidiary is a party relating to Proprietary Rights General Disclosure Package and the Prospectus are in full force and effect and constitute valid, binding upon, and enforceable obligations of by or against the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principlesCompany and/or its Subsidiaries, as the case may be, and there have not been and there currently are not any defaults (or any event thatand, with notice or lapse to the knowledge of time, or both, would constitute a default) by the Company, the Bank other parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Subsidiary under Intellectual Property Rights or Intellectual Property Assets license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property Rights or Intellectual Property Assets license. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other agreement affecting Proprietary intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in or necessary for the conduct of the business as currently conducted. The Company has obtained or is in the process of obtaining and will obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and which relate to the Company’s business. To the knowledge of the Company, the Bank or Company has complied with the United States Patent and Trademark Office’s duty of candor, good faith and disclosure and best mode requirement for any Subsidiary, except for defaults, if any, which would not have any material impact on patent applications filed by the Company, and all other requirements for patentability and enforceability of any resultant patents, and has made no material misrepresentation in any such applications. To the Bank knowledge of the Company, all material Intellectual Property Rights or any Subsidiary. The validityIntellectual Property Assets disclosed in the Registration Statement, continuation the General Disclosure Package or the Prospectus and effectiveness of all licenses owned by, or licensed to, the Company are valid and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementenforceable.

Intellectual Property. The Company, Company and Life Newco own or possess the Bank and the Subsidiaries own, or are licensed or otherwise possess rights valid right to use free all (i) valid and clear of all Liens all enforceable patents, patent rightsapplications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, copyrightssoftware, know-how works of authorships, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems systems, or procedures), trademarks, service marks and trade names ) (collectively, “Proprietary RightsIntellectual Property Assets”) used in or necessary for the to conduct of the business of the Companytheir respective businesses as currently conducted, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where and described in the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any SubsidiaryProspectus. The Company, the Bank Company and the Subsidiaries Life Newco have the right to use all Proprietary Rights used in or necessary for the conduct not received any opinion from their legal counsel concluding that any activities of their respective businesses without infringing infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and Life Newco with respect to any person Intellectual Property Rights or violating Intellectual Property Assets owned or used by the terms of any licensing Company or other agreement to which Life Newco. To the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, the Bank Company and Life Newco’s respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any Subsidiary valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or the validity of, hold for use any of the Proprietary Intellectual Property Rights as owned, used or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists held for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are use in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementas currently conducted.

Intellectual Property. The CompanyAll Intellectual Property Rights purported to be owned by the Company or any of its Subsidiaries that were developed, the Bank and the Subsidiaries own, or are licensed worked on or otherwise possess rights to use held by any employee, officer, consultant or otherwise are owned free and clear by the Company or one of its Subsidiaries (as the case may be) by operation of law or have been validly assigned to the Company one of its Subsidiaries (as the case may be) other than those Intellectual Property Rights where the failure to own or assign such rights would not, individually or in its aggregate be reasonably likely to have a Material Adverse Effect. The Intellectual Property Rights are sufficient in all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of material respects to carry on the business of the Company, the Bank Company and the each of its Subsidiaries as now presently conducted and as proposed to be conducted as Previously Disclosed, except where conducted. To the failure to own such Proprietary Rights would not have any material impact on Knowledge of the Company, with such exceptions as are not, individually or in the Bank aggregate reasonably likely to have a Material Adverse Effect, the Intellectual Property Rights purported to be owned by the Company or any Subsidiary. The Company, of its Subsidiaries do not infringe the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the intellectual property rights of any person or violating third party. To the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right Knowledge of the Company, the Bank conduct of the Company’s and its Subsidiaries’ businesses as currently conducted does not infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property Rights of any third party or any Subsidiary confidentiality obligation owed to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereofa third party, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the CompanyKnowledge, the Bank or any Subsidiary is a party relating to Proprietary Intellectual Property Rights are in full force and effect and constitute valid, binding and enforceable obligations Confidential Information of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium Company and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently its Subsidiaries which are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted are not being Infringed by any third party. There is no litigation or order pending or outstanding or, to the business Company’s Knowledge, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Intellectual Property Rights or Confidential Information of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on Company and its Subsidiaries and the Company’s and its Subsidiaries’ use of any Intellectual Property Rights or Confidential Information owned by a third party, the Bank or any Subsidiary. The validityand, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and Company’s Knowledge, there is no valid basis for the current terms thereof will not be affected by the transactions contemplated by this Agreementsame.

Intellectual Property. The Company, the Bank Company and the each of its Subsidiaries ownowns, or are is licensed or otherwise possess rights to use (in each case, free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresany material Liens), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or all Intellectual Property necessary for the conduct of its business as currently conducted. Except as would not, either individually or in the business of the Companyaggregate, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact a Material Adverse Effect on the Company, (a) (i) the Bank use of any Intellectual Property by the Company and its Subsidiaries does not infringe, misappropriate or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing otherwise violate the rights of any person or violating the terms of and is in accordance with any licensing or other agreement applicable license pursuant to which the Company, the Bank Company or any Company Subsidiary is a party andacquired the right to use any Intellectual Property, to the Company’s knowledgeand (ii) since January 1, 2021, no person is infringing upon has asserted in writing to the Company that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Proprietary RightsIntellectual Property rights of such person, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, (b) no charges, claims or litigation have been asserted person is challenging or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, infringing on or otherwise violating, any right of the Bank Company or any of its Subsidiaries with respect to any Intellectual Property owned by the Company or its Subsidiaries, and (c) since January 1, 2021, neither the Company nor any Company Subsidiary has received any notice of any pending claim with respect to useany Intellectual Property owned by the Company or any Company Subsidiary, and (d) the Company and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by the validity Company and its Subsidiaries. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, 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 of jurisdiction to register, the Proprietary Rights foregoing, including any extension, modification or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion renewal of any such chargeregistration or application; patents, claim or litigation. All licenses applications for patents (including divisions, continuations, continuations in part and other agreements to which the Companyrenewal applications), the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beall improvements thereto, and there have not been any renewals, extensions or reissues thereof, in any jurisdiction; trade secrets; and there currently are not copyrights registrations or applications for registration of copyrights in any defaults (jurisdiction, and any renewals or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementextensions thereof.