Common use of Intellectual Property Clause in Contracts

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. (a) To The Company and its Subsidiaries own or possess the knowledge of the Company, the Company has ownership of or license or legal valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, 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 and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted 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 the Company’s 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 or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate 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 Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing 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 of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. 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 ▇▇▇▇, trade name, copyright, trade secret, trademark, customer lists, designs, manufacturing license in or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property right or franchise right of any other person, except where such infringement would not have a Material Adverse Effect. 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 been notified that any proceeding charging result in the Company with infringement loss or impairment of or payment of any adversely held Intellectual Property has been filed. To additional amounts with respect to, nor require the Company's knowledge, there exists no patent or patent application held by consent of any other person which includes claims that would be infringed 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 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 its business as currently conducted 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 as proposed the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to be conducted privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge 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 commercially reasonable measures 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 is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities and that are material aspects of to the Company's business as currently conducted or as proposed to be conducted in the SEC Documents’s business.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ai) To the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ 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 the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business 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 (collectivelyor any subsidiary, "INTELLECTUAL PROPERTY")and all such agreements are in full force and effect, other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company under any material licenses or other material agreements under which (i) its subsidiaries has been obtained or is being used by the Company is granted rights or its subsidiaries in Intellectual Property violation of any contractual or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the present businessbreach of a confidentiality obligation, activities and products of an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Company do not infringe any intellectual property Intellectual Property of any other personthird party, except where such infringement in each case as would not reasonably be expected to have a Material Adverse Effect. The Company has not been notified that any proceeding charging products described in the Company with infringement of any adversely held Intellectual Property has been filed. To Registration Statement, the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed Pricing Disclosure Package and the Prospectus as under development by the Company in or any subsidiary fall within the conduct scope of its business as currently conducted and as proposed to be conducted in the SEC Documentsclaims of one or more patents or patent applications owned by, where such infringement would have a Material Adverse Effector exclusively licensed to, the Company or any subsidiary. To the knowledge of the CompanyCompany 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 not making unauthorized use of no prior art that may render any confidential information or trade secrets of any person. Neither patent within the Company nor, to Intellectual Property invalid or any patent application within the knowledge Company Intellectual Property unpatentable; (C) there are no material defects in any of the Company, any of its employees have any agreements patents or arrangements with any persons other than patent applications included in the Company restricting Intellectual Property; and (D) the Company's or any such employee's engagement in business activities that are material aspects duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company's business as currently conducted or as proposed to be conducted United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in the SEC Documentsall foreign offices having similar requirements, such requirements have been materially complied with.

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 (aincluding trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) To used in or necessary for the knowledge conduct of the business of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in Bank and the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business Subsidiaries as currently 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 SEC Documentsconduct 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 infringement Proprietary Rights would not have a Material Adverse Effectany material impact on the Company, the Bank or any Subsidiary. To Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the knowledge Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Company is not making unauthorized use 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 confidential information license or trade secrets of any person. Neither agreement pertaining thereto or asserting the Company normisuse thereof, and, to the knowledge 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 its employees have any agreements time, or arrangements with any persons other than the Company restricting both, would constitute a default) by the Company's , the Bank or any such employee's engagement Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business activities that are material aspects of the Company's business as currently conducted , the Bank or as proposed 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 conducted in affected by the SEC Documentstransactions contemplated by this Agreement.

Intellectual Property. (a) To Except as disclosed in Schedule 3.8, (i) the knowledge Company or its Subsidiaries are the owners of all of the CompanyIntellectual Property free and clear of any royalty or other payment obligation, lien or charge, or have sufficient rights to use such Intellectual Property under a valid and enforceable license agreement, (ii) there are no agreements that restrict or limit the use of the Intellectual Property by the Company has ownership of or license its Subsidiaries, and (iii) to the extent that the Intellectual Property owned or legal right held by the Company or its Subsidiaries are registered with the applicable authorities, record title to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing such Intellectual Property is registered or other processes, computer software, systems, data compilation, research results or other proprietary rights used applied for in the business name of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesor of its Subsidiaries. (b) There is no material default by The Company's and Subsidiaries' rights to the Intellectual Property are valid and enforceable, and the Intellectual Property and the products and services of the Company under and its Subsidiaries do not infringe upon intellectual property rights of any material licenses person or entity in any country. Except where reasonable business decisions to allow rights to lapse have been made, all maintenance taxes, annuities and renewal fees have been paid and all other material agreements under which (i) necessary actions to maintain the Company is granted rights in Intellectual Property or (ii) rights have been taken through the Company has granted date hereof. There exists no impediment that would impair the Company's rights to others in conduct its business or the business of its Subsidiaries after the Effective Time as it relates to the Intellectual Property owned or licensed by the CompanyProperty. (c) The Company believes it has and its Subsidiaries have taken those all reasonable and appropriate steps required in accordance with sound business practice and commercially reasonable business judgment to establish and protect the Intellectual Property and, were applicable, to preserve its ownership the confidentiality of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technologythe Intellectual Property. (d) To Neither the knowledge Company nor any of its Subsidiaries has received any notice of claim that any of such Intellectual Property has expired, is not valid or enforceable in any country or that it infringes upon or conflicts with the intellectual property rights of any third party, and no such claim or infringement or conflict, whenever filed or threatened, currently exists. (e) Neither the Company nor any of the Subsidiaries has given any notice of infringement to any third party with respect to any of the Intellectual Property or has become aware of facts or circumstances evidencing the infringement by any third party of any of the Intellectual Property, and no claim or controversy with respect to any such alleged infringement currently exists. (f) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger will not: (i) constitute a breach by the Company or the Subsidiaries of any instrument or agreement governing any Intellectual Property owned by or licensed to the Company or any of the Subsidiaries, (ii) pursuant to the terms of any license or agreement relating to any Intellectual Property, cause the modification of any terms of any such license or agreement, including but not limited to the modification of the effective rate of any royalties or other payments provided for in any such license or agreement, (iii) cause the forfeiture or termination of any Intellectual Property under the terms thereof, (iv) give rise to a right of forfeiture or termination of any Intellectual Property under the terms thereof, or (v) impair the right of the Company, the present businessSubsidiaries, activities and products of the Surviving Company do not infringe or Parent to make, have made, offer for sale, use, sell, export or license any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, portion thereof pursuant to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsterms thereof.

Intellectual Property. The Company and the Company Subsidiaries own or have the right to use pursuant to license, sublicense, agreement or permission all patents, patent applications, trademarks, service marks, trademark and servicemark applications, trade names, copyrights, trade secrets, domain names, know-how, information, software, intellectual property, and proprietary rights (a"Intellectual Property") necessary for their business as described in the Filed SEC Reports, in each case except where the failure to own or have such right, individually or in the aggregate, have not had, or are not reasonably likely to have, a material impact on the Company and the Company Subsidiaries taken as a whole. To the knowledge Knowledge of the Company, all material registered Intellectual Property owned by the Company has ownership and the Company Subsidiaries is valid and enforceable. The Company and the Company Subsidiaries have taken all reasonable steps necessary to protect and maintain the material Intellectual Property they purport to own and to secure assignment of or license or legal right to use all patentsuch Intellectual Property from its employees and contractors, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in as applicable. To the business Knowledge of the Company the operation of the businesses of the Company and material the Company Subsidiaries has not in the last two (2) years infringed, misappropriated, or otherwise violated, and does not infringe, misappropriate, or otherwise violate the Intellectual Property of any other Person. Neither the Company nor any of the Company Subsidiaries has received any written or, to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge Knowledge of the Company, oral communications alleging that the present business, activities and products Company or any of the Company do not infringe any intellectual property Subsidiaries has infringed, misappropriated, or otherwise violated the Intellectual Property of any other personPerson, except where in each case other than any such infringement would infringement, misappropriation, or other violation which, individually or in the aggregate, have not have had, or are not reasonably likely to have, a Material Adverse Effectmaterial impact on the Company and the Company Subsidiaries taken as a whole. The Company has not been notified that any proceeding charging and the Company with infringement Subsidiaries have taken reasonable measures to prevent the unauthorized dissemination or publication of any adversely held Intellectual Property has been filedtheir confidential information and, to the extent contractually required to do so, the confidential information of third parties in their possession. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by Knowledge of the Company in the conduct last three (3) years neither the Company nor any of its business as currently conducted the Company Subsidiaries has experienced any incident in which confidential or sensitive information, payment card data, personally identifiable information, or other protected information relating to individuals was or may have been stolen or improperly accessed, including any breach of security and as proposed to be conducted neither the Company nor any of the Company Subsidiaries has received any written notices or complaints from any Person with respect thereto, in each case except where any such incident, individually or in the SEC Documentsaggregate, where such infringement would have not had, or are not reasonably likely to have, a Material Adverse Effect. To the knowledge of the Company, material impact on the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither and the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business Subsidiaries taken as currently conducted or as proposed to be conducted in the SEC Documentsa whole.

Intellectual Property. (a) To Investview and its subsidiaries own or possess the knowledge of the Company, the Company has ownership of or license or legal right to use all patentpatents, copyrightpatent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade secretnames, trademarkdomain names, customer listscopyrights, designsand other intellectual property, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business and registrations and applications for registration of any of the Company and material to the Company foregoing (collectively, "INTELLECTUAL PROPERTY")“Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, other than to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective 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 generally available on commercial terms from of any other sources. person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (bin each case that has not been resolved) There is no material default alleging that by conducting their business as described in the Company under SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any material licenses or other material agreements under which (i) of the Company is granted rights in Intellectual Property of any other person or (ii) the Company has granted rights to entity. Investview knows of no infringement, misappropriation or violation by others in of Intellectual Property owned by or licensed by the Company. (c) The Company believes it has taken those steps required to Investview or its subsidiaries which would reasonably be expected to result in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company 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 confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has not been notified that any proceeding charging the Company with infringement obtained or is being used by Investview or its subsidiaries in violation of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent contractual obligation binding on Investview or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norsubsidiaries or, to the knowledge of the CompanyInvestview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its employees have any agreements subsidiaries is free and clear of all liens, encumbrances, defects or arrangements with any persons other restrictions (other than non-exclusive licenses granted in the Company restricting the Company's ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any such employee's engagement Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in business activities that are material aspects settlement of the Company's business as currently conducted any pending or as proposed threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to be conducted result in the SEC Documentsa Material Adverse Effect.

Intellectual Property. (a) To the knowledge of GETCO, GETCO and its Subsidiaries own or have the Company, the Company has ownership of or license or legal right pursuant to written Contracts to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in Intellectual Property that is material to the conduct of the business of the Company GETCO and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesits Subsidiaries. (b) There is no material default by Section 3.16(b) of the Company under any material licenses or other material agreements under which (i) the Company is granted rights in GETCO Disclosure Schedule sets forth a true and complete list of all currently registered and currently pending applications for registration of Intellectual Property filed by or (iiin the name of GETCO or any of its Subsidiaries in any jurisdiction, indicating for each item the jurisdiction, number and filing date. All of the rights of GETCO and its applicable Subsidiaries in the Intellectual Property identified on Section 3.16(b) of the Company has granted rights GETCO Disclosure Schedule are, to others in the knowledge of GETCO, valid and enforceable. GETCO and its Subsidiaries have taken commercially reasonable actions to maintain and protect the Intellectual Property owned by GETCO or licensed its Subsidiaries (the “GETCO Intellectual Property”) and to protect the secrecy, confidentiality, and value of the trade secrets owned by GETCO or its Subsidiaries, in each case that are material to the Companyconduct of the business of GETCO and its Subsidiaries. GETCO exclusively owns all right, title and interest in and to the GETCO Intellectual Property, free and clear of all Liens, other than Permitted Encumbrances. (c) The Company believes it has taken those steps required To the knowledge of GETCO, the operation of the business of GETCO and its Subsidiaries does not infringe upon or otherwise violate any Intellectual Property rights of others in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all any material patent, copyright, trade secret and other proprietary rights with respect to its products and technologyrespect. (d) To the knowledge of the CompanyGETCO, the present business, activities and products of the Company do not infringe no Person is infringing upon or otherwise violating any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held GETCO Intellectual Property has been filed. To the Company's knowledge, there exists in any material respect. (e) There are no patent or patent application held by any other person which includes unresolved claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norpending or, to the knowledge of the CompanyGETCO, threatened (i) alleging that GETCO or any of its employees have Subsidiaries infringes, misappropriates or otherwise violates Intellectual Property rights of any agreements third Person in any material respect or arrangements with (ii) opposing or attempting to cancel any persons other than the Company restricting the Company's rights of GETCO or any such employee's engagement of its Subsidiaries in business activities that are or to any material aspects Intellectual Property. The consummation of the Company's Mergers would not reasonably be expected to 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, GETCO’s or any of its Subsidiaries’ right to own, use, hold for use, or otherwise exploit any Intellectual Property material to the conduct of the business of GETCO and its Subsidiaries, except as currently conducted would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect on GETCO. (f) GETCO and each of its Subsidiaries has secured from each of its employees and contractors, as proposed applicable, valid and binding assignments of all Intellectual Property rights developed by such employee or contractor that comprise any of the Intellectual Property owned or purported to be conducted in the SEC Documentsowned by GETCO or its Subsidiaries.

Intellectual Property. (a) To Except as would not constitute a Material Adverse Effect, (i) to the knowledge Knowledge of the Company, the Company has ownership of or license or legal right and its Subsidiaries have sufficient rights to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights Intellectual Property used in the conduct of the business of the Company and material its Subsidiaries as currently conducted, (ii) the Company and its Subsidiaries are the exclusive owners of the Owned Intellectual Property free and clear of any Liens other than Permitted Liens, (iii) any registrations or pending applications for Owned Intellectual Property are subsisting, (iv) to the Company (collectivelyKnowledge of the Company, "INTELLECTUAL PROPERTY"), other than the Owned Intellectual Property generally available on commercial terms from other sourcesis valid and enforceable, and (v) the Company and each of its Subsidiaries have taken commercially reasonable measures to maintain the secrecy of all Trade Secrets used in the businesses of the Company and its Subsidiaries. (b) There is Except as would not constitute a Material Adverse Effect, no material default claims are pending or, to the Knowledge of the Company, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by the Company under or any material licenses or other material agreements under which (i) the Company is granted rights in of its Subsidiaries of any Owned Intellectual Property or (ii) alleging that the Company has granted rights to others in or any of its Subsidiaries is violating, misappropriating or infringing the Intellectual Property owned or licensed by the Companyrights of any Person. (c) The Except as would not constitute a Material Adverse Effect, to the Knowledge of the Company, (i) no Person is misappropriating, violating or infringing the rights of the Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve or any of its ownership of all material patent, copyright, trade secret and other proprietary rights Subsidiaries with respect to any Owned Intellectual Property and (ii) the operation of the business of the Company and its products and technologySubsidiaries as currently conducted does not violate, misappropriate or infringe the Intellectual Property rights of any other Person. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement Except as would not have constitute a Material Adverse Effect. The Company has not been notified that any proceeding charging , (i) neither the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, nor any of its employees have Subsidiaries uses or distributes, or has used or distributed, any agreements Software licensed, provided, or arrangements with distributed under any persons other than open source license, including any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation) or any Software that contains or is derived from any such Software (“Open Source Software”) in any manner that would require any source code of the Software included in Owned Intellectual Property to be disclosed, licensed for free, publicly distributed, attributed to any person or dedicated to the public and (ii) the Company restricting the Company's or any such employee's engagement and its Subsidiaries are in business activities that are material aspects compliance with all terms and conditions of the Company's business as currently conducted or as proposed all relevant licenses (including all requirements relating to be conducted notices and making source code available to third parties) for all Open Source Software used in the SEC Documentstheir businesses.

Intellectual Property. (a) To the knowledge Section 4.16(a) of the CompanyCompany Disclosure Schedule sets forth a complete and correct list (or, in the case of copyrights, a description) as of the date of this Agreement of all trademark and service ▇▇▇▇ registrations and pending applications, copyright registrations and pending applications, and Internet domain name registrations owned by the Company or any of the Company Subsidiaries. The Company and the Company Subsidiaries as applicable (i) are the sole and exclusive owners of record of all such registrations and applications and (ii) have paid all taxes and fees required to renew and maintain in force and effect through the date of this Agreement all such registrations and applications, except where the failure to pay such fees and taxes would not be reasonably expected to have, in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries owns or has ownership of any interest in any patents or patent applications. No Person has been granted a license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing any Intellectual Property owned by the Company or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business any of the Company and material to Subsidiaries, except in connection with products or services offered by the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesin the ordinary course of business. (b) There is no material default by The Company and the Company under any material Subsidiaries own or possess adequate licenses or other material agreements under which (i) the Company is granted rights in to use all Intellectual Property or (ii) the Company has granted rights necessary to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other personconduct their respective businesses as currently conducted, except where the failure to own or possess such infringement rights would not have be reasonably expected to have, in the aggregate, a Company Material Adverse Effect. The Except as would not be reasonably expected to have, in the aggregate, a Company has not been notified that any proceeding charging Material Adverse Effect, (i) neither the Company with infringement nor any of the Company Subsidiaries is infringing, misappropriating or violating any Intellectual Property of any adversely held other Person, (ii) neither the Company nor any of the Company Subsidiaries is in breach of, or in default under, any license of Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed Person to the Company or any of the Company Subsidiaries, (iii) to the Company’s Knowledge, no Person is infringing, misappropriating or otherwise violating any Intellectual Property owned by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge or any of the CompanyCompany Subsidiaries, and (iv) the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither and the Company nor, Subsidiaries have taken commercially reasonable steps to establish policies and procedures requiring employees and contractors with access to Intellectual Property owned by the knowledge Company or any of the Company, any Company Subsidiaries to maintain the confidentiality of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsnon-public information.

Intellectual Property. (a) To the knowledge Section 4.13(a) of the CompanyCompany Disclosure Letter sets forth a true and complete list, as of the date hereof, of all patents and patent applications, trademark registrations and applications, copyright registrations and applications and domain name registrations, in each case which are owned by the Company has ownership or a Subsidiary of or license or legal right the Company as of the date hereof. Except as would not constitute a Material Adverse Effect, (i) the Company and its Subsidiaries have sufficient rights to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights Intellectual Property used in the conduct of the business of the Company and material to its Subsidiaries as currently conducted, (ii) the Company (collectivelyand its Subsidiaries are the exclusive owners of the Owned Intellectual Property, "INTELLECTUAL PROPERTY")free and clear of any Liens, other than Permitted Liens, (iii) any registrations or pending applications for Owned Intellectual Property generally available on commercial terms from other sourcesare subsisting, (iv) the Owned Intellectual Property is valid and enforceable, and (v) the Company and each of its Subsidiaries have taken commercially reasonable measures to maintain the secrecy of all Trade Secrets used in the businesses of the Company and its Subsidiaries. (b) There is Except as would not constitute a Material Adverse Effect, no material default claims are pending or, to the Knowledge of the Company, threatened in writing (i) challenging the ownership, enforceability, scope, validity, or use by the Company under or any material licenses or other material agreements under which (i) the Company is granted rights in of its Subsidiaries of any Owned Intellectual Property or (ii) alleging that the Company has granted rights to others in or any of its Subsidiaries is violating, misappropriating, or infringing the Intellectual Property owned or licensed by the Companyrights of any Person. (c) The Except as would not constitute a Material Adverse Effect, to the Knowledge of the Company, (i) no Person is misappropriating, violating, or infringing the rights of the Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve or any of its ownership of all material patent, copyright, trade secret and other proprietary rights Subsidiaries with respect to any Owned Intellectual Property and (ii) the operation of the business of the Company and its products and technologySubsidiaries as currently conducted does not violate, misappropriate, or infringe the Intellectual Property rights of any other Person. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement Except as would not have constitute a Material Adverse Effect. The Company has not been notified that any proceeding charging , (i) neither the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, nor any of its employees have Subsidiaries uses or distributes, or has used or distributed, any agreements Software licensed, provided, or arrangements with distributed under any persons other than open source license, including any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation) or any Software that contains or is derived from any such Software (“Open Source Software”) in any manner that would require any source code of the Software included in Owned Intellectual Property to be disclosed, licensed for free, publicly distributed, attributed to any person, or dedicated to the public and (ii) the Company restricting the Company's or any such employee's engagement and its Subsidiaries are in business activities that are material aspects compliance with all terms and conditions of the Company's business as currently conducted or as proposed all relevant licenses (including all requirements relating to be conducted notices and making source code available to third parties) for all Open Source Software used in the SEC Documentstheir businesses.

Intellectual Property. (a) The Company or a Subsidiary of the Company is licensed to use or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights and mask works, any applications for and registrations of such patents, trademarks, trade names, service marks, copyrights and mask works, and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible trade secrets, proprietary information or material ("INTELLECTUAL PROPERTY") that are necessary to conduct the business of the Company and its Subsidiaries as currently conducted, except for such Intellectual Property the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The Company is not, nor will it as a result of the execution and delivery of this Agreement or the performance of the Company's obligations under this Agreement or otherwise be, in breach of or otherwise cause the termination of or limit any license, sublicense or other agreement relating to the Company's Intellectual Property, or any licenses, sublicenses and other agreements as to which the Company or any of its Subsidiaries is a party and pursuant to which the Company or any of its Subsidiaries is authorized to use any third-party patents, trademarks or copyrights, including software that is used by the Company or any of its Subsidiaries, except for those the breach of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) To the knowledge of the Company, all patents, trademarks, service marks (or any applications or registrations therefor) and copyrights that are held by the Company has ownership or any of or license or legal right its Subsidiaries, and that are material to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material its Subsidiaries as such business is presently conducted, and all Intellectual Property rights pertaining to the Material Company-Owned Software, are current, in effect, valid and subsisting. The Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (bi) There is no material default has not been party to any Action still pending that involves a claim of infringement by the Company under of any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or right of any third party; and (ii) has no knowledge that the Company has granted rights to others in marketing, licensing or sale of its services infringes any Intellectual Property owned right of any third party, except as would not reasonably be expected to have, individually or licensed by in the aggregate, a Material Adverse Effect on the Company. (cd) The Company believes it has taken those steps required a policy of requiring all employees to enter into appropriate confidentiality agreements in accordance with sound business practice order to maintain the secrecy and commercially reasonable business judgment to establish and preserve its ownership confidentiality of all of the Company's material patentIntellectual Property (including the Material Company-Owned Software), copyrightand has done so in all cases except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (e) The Company has good and marketable title to, has the full right to use and owns solely and outright, all of the software products known as ConcordDX, Long-Term Care Pharmacy (LTCP), eAstral, and iAstral, and all modifications, revisions, versions, updates, releases, refinements, improvements and enhancements of such products and all derivative works (as such term is used in the U.S. copyright laws) based upon any of such products, whether operational, under development, superseded or inactive, including all object code, source code, system and database architecture, design features, technical manuals, test scripts, user manuals and other documentation therefor, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature and any data bases necessary to operate any such computer program, operating system, application system, firmware or software (all of the foregoing is collectively referred to as the "MATERIAL COMPANY-OWNED SOFTWARE"), as relating to the Company's and its Affiliates' respective businesses as conducted by the Company and its Affiliates at all times on and before the Effective Time, free and clear of any liens, licenses (other than written license agreements with customers entered into by the Company in the ordinary course of business) or other encumbrances which would in any way materially limit or restrict the Company's ability to market, license, sell, modify, update, and/or create derivative works for, the Material Company-Owned Software. The Material Company-Owned Software does not incorporate or embody any third-party Intellectual Property. (f) To the extent that any author or developer of any Material Company-Owned Software was not a regular full-time employee of the Company or its predecessors working within the scope of his or her employment with the Company or its predecessors, at the time such Person contributed to the creation or modification of any Material Company-Owned Software, such author or developer has irrevocably assigned to the Company or its predecessors, as applicable, in writing all copyrights, patent rights, trade secret secrets and other proprietary rights Intellectual Property in such Person's work with respect to such Material Company-Owned Software. None of the Material Company-Owned Software is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of the Company, any of its products and technologypredecessors or any third Person, nor do such have any interest therein or right thereto, including the right to royalty payments. (dg) To the knowledge of the Company, the present business, activities and products none of the Company do not infringe Material Company-Owned Software or its respective past or current uses, including the preparation, distribution, marketing or licensing thereof, has violated or infringed upon, or is violating or infringing upon, any intellectual property Intellectual Property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse EffectPerson. To the knowledge of the Company, the Company no Person is not making unauthorized use of violating or infringing upon, or has violated or infringed upon at any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Companytime, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Material Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents-Owned Software.

Intellectual Property. (a) To the knowledge Section 3.17(a) of the CompanyDisclosure Schedule sets forth a true and complete list of all (i) software owned by any of the Pershing Companies, (ii) all patents and patent applications, (iii) trademark registrations and applications, (iv) copyright registrations and applications and (v) unregistered trademarks, in each case, included in the Company has ownership of or license or legal right to use all patentIntellectual Property and, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business case of the Company (i), (iii), (iv) and (v), material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesoperation of the Business. (b) There is no material default by Except as set forth in Section 3.17(b) of the Company under any material licenses or other material agreements under which Disclosure Schedule, (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the CompanySeller, the present business, activities and products conduct of the Company do Business as currently conducted does not infringe any intellectual property and will not, upon Closing, infringe, misappropriate, violate or conflict with the Intellectual Property of any other personthird party (including the Seller and its Affiliates), except where such infringement would not have a Material Adverse Effect. The Company and no written claim has not been notified asserted to the Seller or the Pershing Companies that any proceeding charging the Company with infringement conduct of the Business as currently conducted infringes or misappropriates the Intellectual Property of any adversely held third party; (ii) to the knowledge of Seller, no third party is infringing, misappropriating or violating any Company Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by in any other person which includes claims that would be infringed material respect; (iii) with respect to each item of Company Intellectual Property owned by the Company Pershing Companies and material to the Business, each of the Pershing Companies, as applicable, is the owner of the entire unencumbered (other than licenses thereof) right, title and interest in and to such Intellectual Property and is entitled to use such Intellectual Property in the conduct continued operation of its business; (iv) with respect to each item of Company Intellectual Property licensed to each of the Pershing Companies as licensee and material to the Business as currently conducted, each of the Pershing Companies has the right to use such Intellectual Property in the continued operation of its business as currently conducted and as proposed conducted as of Closing in accordance with the terms of the Company IP License governing such Intellectual Property without the need to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To pay any additional consideration; (v) to the knowledge of the CompanySeller, the Company Intellectual Property is valid and enforceable and has not making unauthorized use of been adjudged invalid or unenforceable in whole or part; (vi) in connection with any confidential information registered or trade secrets of any person. Neither applied for Company Intellectual Property owned by the Company norand material to the operation of the Business, the Company has taken commercially reasonable efforts to protect its validity, including, without limitation, the payment of all renewal fees and recordations of all assignments, transfers, name changes, and the like; and (vii) to the knowledge of the CompanySeller, no current or former Pershing Company Employee or contractor is or was party to any valid agreement (directed to non-disclosure, non-compete, exclusive services obligations or the like) that restricts, restricted, forbids or forbade at any time during such Employee or contractor's employment or engagement with the Pershing Companies the activities or performance of its employees duties of such Employee or contractor for or on behalf of the Pershing Companies in connection with the invention or creation of Intellectual Property for or on behalf of the Pershing Companies. (c) Except as set forth on Section 3.17(c) of the Disclosure Schedule, the Pershing Companies have any taken commercially reasonable measures to protect the secrecy, confidentiality and value of all Trade Secrets used in and material to the operation of the Business (collectively, "Company Trade Secrets") (including without limitation entering into appropriate confidentiality agreements or arrangements with any persons officers, directors, employees, and other than Persons with access to the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsTrade Secrets).

Intellectual Property. (a) To Except as would not, individually or in the knowledge of aggregate, reasonably be expected to have a Material Adverse Effect on Hanover, (i) Hanover or its Subsidiaries own all right, title, and interest in or have the Company, the Company has ownership of or license or legal valid right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights the Intellectual Property that is used in their businesses as currently conducted, free of all Liens; (ii) no Action or Ruling is asserted, pending or, to Hanover’s Knowledge, is threatened (including “cease and desist” letters or invitations to take a patent license) against Hanover or its Subsidiaries with respect to Intellectual Property; (iii) the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesthat Hanover and its Subsidiaries own, or, to Hanover’s Knowledge, have licensed rights to, is subsisting and unexpired, valid and enforceable, and is not being infringed or violated by any Person; (iv) Hanover and its Subsidiaries’ conduct of their business as currently conducted does not infringe or violate the rights of any Person; (v) Hanover and its Subsidiaries take all reasonable actions to protect and maintain (x) their Intellectual Property (including any that is confidential in nature) and (y) the security, integrity and continuous and proper operation of their Software (including any data processed or stored therein or transmitted thereby); and (vi) Hanover and its Subsidiaries have caused all Persons who created, invented or contributed to any material proprietary Intellectual Property to assign (or, in the case of Software any portions that are not customized for or specific to Hanover or its Subsidiaries, perpetually license) in writing to Hanover all of their rights therein that do not vest with Hanover initially by operation of law. (b) There is no material default by Except as would not, individually or in the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights aggregate, reasonably be expected to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified Effect on Hanover, the material proprietary Software that any proceeding charging Hanover and the Company Hanover Subsidiaries own, or have licensed rights to, (including Asset Manager, Asset OnSite, LP RSS, Hanover Collateral Reporting System, STARS, ▇▇▇▇▇ Analytics, Auction Platform, Hanover LP/Intex Vector Converter and HDMF Pricing Module) (“Material Software”) as provided is fully operational, performs in material compliance with infringement its documentation and, to Hanover’s Knowledge, is materially free of all material bugs, errors, defects, viruses and other corruptants, and the use and enjoyment of the Material Software (as provided) after Closing in a manner consistent with past practice will not, to Hanover’s Knowledge, infringe or violate the rights of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.Person

Intellectual Property. (a) To The Company and each of its subsidiaries owns or possesses the knowledge of the Company, the Company has ownership of or license or legal valid right to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, 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 and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) that, to the Company’s knowledge, are necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the SEC Reports. Neither the Company nor any of its subsidiaries has received any opinion from its legal counsel concluding that any activities of its business infringes, misappropriates, or otherwise violates, valid and enforceable Intellectual Property Rights of any other person. Neither the Company nor any of its subsidiaries has 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 exclusively licensed by the Company or its subsidiaries. To the Company’s knowledge, the Company’s and its respective subsidiaries’ businesses as now conducted and as proposed to be conducted do not and will 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. Except as disclosed in the SEC Reports, to the Company’s knowledge, there are no third parties who have rights to any Intellectual Property Rights described in the SEC Reports as being owned by or exclusively licensed to the Company (collectively, “Company Intellectual Property Rights”), including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Intellectual Property Rights that are disclosed as licensed to the Company or one or more of its subsidiaries. To the Company’s knowledge, there is no infringement by third parties of any Company Intellectual Property Rights. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Company Intellectual Property Rights disclosed in the SEC Reports as being owned by or exclusively licensed to the Company. To the Company’s knowledge, all licenses for the use of the Company Intellectual Property Rights described in the SEC Reports as exclusively licensed to the Company or its subsidiaries (collectively, “Company In-Licenses”) are valid, binding upon and enforceable by or against the Company or its subsidiaries and by or against the other parties thereto in accordance with their terms. The Company and each of its subsidiaries has complied in all material respects with all Company In-Licenses, and is not in breach of any Company In-License. Neither the Company nor any of its subsidiaries has received written notice of any asserted or threatened claim of breach of any Company In-License, and the Company has no knowledge of any breach by any other person of any Company In-License. Except as described in the SEC Reports, there is no pending, and the Company has not received written notice of any threatened, action, suit, proceeding, or claim against the Company or any of its subsidiaries (i) alleging the infringement by the Company or any of its subsidiaries of any patent, trademark, service mark, trade name, copyright, trade secret, trademark, customer lists, designs, manufacturing license or other processesintellectual property right or franchise right of any person; or (ii) challenging the validity, computer softwareenforceability, systemsor scope of any Company Intellectual Property Rights owned by, data compilationand to the Company’s knowledge, research results exclusively licensed to the Company, including no interferences, oppositions, reexaminations, or government proceedings, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard the Company Intellectual Property Rights, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignments with their employees, and to the Company’s knowledge, no employee of the Company is in or has been in violation 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. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property Rights owned by the Company have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. 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 proprietary rights used person in respect of, the Company’s or any of its subsidiaries’ right to own, use, or hold for use any of the Company Intellectual Property Rights described in the SEC Reports as owned by or licensed to the Company for use in the conduct of the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effectsubsidiaries as currently conducted. The Company has not been notified that any proceeding charging at all times complied with all applicable U.S. or non-U.S. laws relating to privacy, data protection, and the Company with infringement collection and use of any adversely personal information collected, used, or held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed for use by the Company in the conduct of its business as currently conducted and as proposed the Company’s business, except where the failure to so comply would not reasonably be conducted in the SEC Documents, where such infringement would expected to have a Material Adverse Effect. To Except where such claim would not reasonably be expected to have a Material Adverse Effect, no claims have been asserted or threatened in writing against the knowledge 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 and each of its subsidiaries 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 is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its subsidiaries and which relate to the Company’s business. All key employees have any signed confidentiality and invention assignment agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. Except as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company and its Subsidiaries: (a) Each of Company and its Subsidiaries, to Company’s Knowledge (i) owns (beneficially and of record, where applicable), free and clear of all Liens, other than non-exclusive licenses entered into in the ordinary course of business consistent with past practice, all right, title and interest in and to its respective Owned Intellectual Property, and (ii) has valid and sufficient rights and licenses to all of the Licensed Intellectual Property. To the knowledge Company’s Knowledge, the Owned Intellectual Property is subsisting, valid and enforceable. To the Company’s Knowledge, the Owned Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property used in or necessary for the operation of the respective businesses of Company and each of its Subsidiaries as presently conducted. To Company’s Knowledge, the each of Company and its Subsidiaries has ownership of or license or legal right sufficient rights to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights Intellectual Property used in the its respective business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesas presently conducted. (b) There is To Company’s Knowledge, the operation by Company and each of its Subsidiaries of their respective businesses as presently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third Person, and since December 31, 2022, no material default by the Person has asserted in writing that Company under or any material licenses of its Subsidiaries has materially infringed, misappropriated or other material agreements under which (i) the Company is granted otherwise violated any third Person’s Intellectual Property rights. To Company’s Knowledge, no third Person has infringed, misappropriated or otherwise violated any of Company’s or any of its Subsidiaries’ rights in the Owned Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the CompanyProperty. (c) The Each of Company believes it and its Subsidiaries has taken those steps required reasonable measures to protect (i) their rights in accordance with sound business practice their respective Owned Intellectual Property and commercially reasonable business judgment to establish and preserve its ownership (ii) the confidentiality of all material patentTrade Secrets that are owned, copyrightused or held by Company or its Subsidiaries, trade secret and other proprietary rights with respect to Company’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to appropriate non-disclosure agreements which have not been breached. To Company’s Knowledge, no Person has gained unauthorized access to Company’s or any of its products and technologySubsidiaries’ IT Assets. (d) To the knowledge Each of the Company, the present business, activities ’s and products of the its Subsidiaries’ respective IT Assets operate and perform in all material respects as reasonably required by Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees Subsidiaries in connection with their respective businesses and have not materially malfunctioned or failed within the past two years. To Company’s Knowledge, Company and any agreements or arrangements of its Subsidiaries has implemented reasonable backup, security and disaster recovery technology and procedures consistent with any persons other than industry practices. To Company’s Knowledge, Company and each of its Subsidiaries is compliant with their own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the Company restricting privacy and security of personal data and the Company's or any such employee's engagement in business activities that are material aspects nonpublic personal information of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentstheir respective customers, consumers and employees. (e) For purposes of this Agreement,

Intellectual Property. Except as set forth in Section 3.25 of the Company Disclosure Schedule: (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business Each of the Company and material to the Company its Subsidiaries: (collectivelyi) solely owns (beneficially, "INTELLECTUAL PROPERTY"and of record where applicable), free and clear of all Liens, other than non-exclusive licenses entered into in the Ordinary Course of Business, all right, title and interest in and to its respective Owned Intellectual Property generally available on commercial terms from other sourcesand (ii) has valid and sufficient rights and licenses to all of its Licensed Intellectual Property. The Owned Intellectual Property of the Company and its Subsidiaries is subsisting, and to the Knowledge of Company, any such Owned Intellectual Property that is Registered is valid and enforceable. (b) There is no material default by The Owned Intellectual Property and the Licensed Intellectual Property of the Company under any material licenses and its Subsidiaries constitute all Intellectual Property used in or other material agreements under which (i) necessary for the operation of the respective businesses of the Company is granted and each of its Subsidiaries as presently conducted. Each of the Company and its Subsidiaries has sufficient rights in to use all Intellectual Property or (ii) the Company has granted rights to others used in Intellectual Property owned or licensed by the Companyits respective business as presently conducted. (c) The Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, the operation of the Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve each of its ownership Subsidiaries’ respective businesses as presently conducted does not infringe, dilute, misappropriate or otherwise violate the Intellectual Property rights of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technologyany Person. (d) Neither the Company nor any of its Subsidiaries has received any notice (including, but not limited to, any invitation to license or request or demand to refrain from using intellectual property rights) from any Person during the two years prior to the date hereof, asserting that the Company or any of its Subsidiaries, or the operation of any of their respective businesses, infringes, dilutes, misappropriates or otherwise violates any Person’s Intellectual Property rights. (e) To the knowledge Company’s Knowledge, no Person has infringed, diluted, misappropriated or otherwise violated any of the Company’s or any of its Subsidiaries’ rights in its Owned Intellectual Property. (f) The Company and each of its Subsidiaries has taken reasonable measures to protect: (i) their rights in their respective Owned Intellectual Property and (ii) the confidentiality of all Trade Secrets that are owned, used or held by the Company or any of its Subsidiaries, and to the Company’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to appropriate non-disclosure agreements which have not been breached. To the Company’s Knowledge, no Person has gained unauthorized access to the Company’s or its Subsidiaries’ IT Assets. (g) The Company’s and each of its Subsidiaries’ respective IT Assets: (i) operate and perform in all material respects as required by the Company and each of its Subsidiaries in connection with their respective businesses and (ii) to the Company’s Knowledge, have not materially malfunctioned or failed within the past two years. The Company and each of its Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices. (h) The Company and each of its Subsidiaries: (i) is, and at all times prior to the date hereof has been, compliant in all material respects with all applicable Laws, and their own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees and (ii) at no time during the two years prior to the date hereof has received any notice asserting any material violations of any of the foregoing. To the Knowledge of the Company, the present business, activities and products of no facts or circumstances exist that would cause the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed Subsidiaries to be conducted deemed not to be in satisfactory compliance in any respect with the SEC Documentsapplicable privacy of customer information requirements contained in any relevant federal and state privacy Laws. (i) For purposes of this Agreement:

Intellectual Property. (a) To The Transferred Entities either exclusively own free and clear of all Encumbrances, other than Permitted Encumbrances, or have the knowledge of the Companyright pursuant to written Contracts to use, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights material Intellectual Property that is used in the business conduct of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesBGI Business or by a Transferred Entity. (b) There is no material default by Section 4.11(b) of the Company under any material licenses or other material agreements under which Seller’s Disclosure Schedules includes a complete and accurate list of all United States, foreign and multinational: (i) the Company is granted rights in Intellectual Property or Patents and Patent applications; (ii) Trademarks and Trademark applications; (iii) Internet domain names and (iv) Copyright registrations and applications that are owned by one or more of the Company has granted rights to others in Intellectual Property owned or licensed by the CompanyTransferred Entities. (c) The Company believes it has taken those steps required in accordance with sound business practice Section 4.11(c) of the Seller’s Disclosure Schedules includes a complete and commercially reasonable business judgment to establish and preserve its ownership accurate list of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technologysoftware programs that are owned by one or more of the Transferred Entities. (d) To the knowledge The conduct of the Company, the present business, activities and products businesses of the Company do Transferred Entities as conducted as of the date of this Agreement does not infringe any intellectual property materially infringe, misappropriate or otherwise violate the Intellectual Property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging Person or constitute unfair competition or trade practices under the Company with infringement Laws of any adversely held Intellectual Property jurisdiction that would, individually or in the aggregate, reasonably be expected to be material to the BGI Business as a whole. Neither Seller nor any of the Transferred Entities has been filedwithin the past two years received any written notice or written claim asserting any of the foregoing. To the Company's knowledgeKnowledge of Seller, there exists no patent none of the material Intellectual Property owned by any of the Transferred Entities is being infringed, misappropriated or patent application held otherwise violated by any other person which includes claims that would be infringed Person. Neither Seller nor any of the Transferred Entities has entered into any Contract granting any other Person the right to bring infringement actions with respect to, or otherwise to enforce rights with respect to, any of the material Intellectual Property owned by any of the Company Transferred Entities. (e) The Transferred Entities have taken commercially reasonable steps to protect their rights in the conduct material Trade Secrets owned by any of them, excluding any information that any Transferred Entity, in the exercise of its business judgment, determined was of insufficient value to protect as currently conducted and a Trade Secret. (f) Except as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge set forth on Section 4.11(f) of the CompanySeller’s Disclosure Schedules, neither Seller nor any of the Transferred Entities has conveyed, pledged or otherwise transferred ownership of, or granted or agreed to grant any exclusive license of or right to use, or granted joint ownership of, any material Intellectual Property owned by any of the Transferred Entities to any other Person. None of the material Intellectual Property owned by any of the Transferred Entities is subject to any proceeding or any outstanding decree, order or judgment that restricts in any material respect the relevant Transferred Entity’s use, transfer or licensing of such material Intellectual Property. (g) The Transferred Entities use commercially reasonable efforts to protect, in all material respects, (i) personally identifiable information provided by the Transferred Entities’ customers and website users from unauthorized disclosure or use and (ii) the security of their information technology systems, and none of the Transferred Entities has, as of the date hereof, received, within the past 24 months, any written claim pending against them alleging any material breach, violation, misuse or unauthorized disclosure of any of the foregoing. The Transferred Entities have not experienced, within the past 24 months, any data loss, breach of security, or other unauthorized access, in any such case, material to the BGI Business, taken as a whole, to its information technology systems or databases by any Person. (h) From and after the Closing, the Company is not making unauthorized Transferred Entities will own or have the right to use pursuant to written Contracts, or as otherwise provided pursuant to this Agreement or any Ancillary Agreement, all Intellectual Property necessary to conduct the BGI Business in all material respects as conducted on the date of any confidential information or trade secrets of any person. Neither the Company nor, this Agreement and immediately prior to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsClosing.

Intellectual Property. (a) To The Company owns, possesses or can obtain on commercially reasonable terms sufficient legal rights to all Intellectual Property necessary to the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business Business of the Company and material to the Company (collectivelyas presently conducted without any conflict with, "INTELLECTUAL PROPERTY")or infringement or misappropriation, other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Companyrights of others, the present business, activities and products lack of the Company do not infringe any intellectual property of any other person, except where such infringement would not which could reasonably be expected to have a Material Adverse Effect. Except for (i) agreements with its own employees or consultants in the form(s) delivered to Buyer, (ii) agreements otherwise provided by Buyer, (iii) standard end-user license agreements for generally commercially available software in object code form or on a hosted basis that will not to any extent be part of any product or service of the Company and related support/maintenance agreements and nonexclusive licenses of the Company’s software and products in object-code form or on a hosted basis in the Ordinary Course of Business pursuant to standard end-user agreements, the form of which has been provided to Buyer (collectively, “Standard Licenses”), there are no outstanding options, licenses or agreements relating to the Intellectual Property owned or purported to be owned by the Company, and the Company 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. The Company has not been notified received any written communication alleging that any proceeding charging the Company with infringement has violated or, by conducting its Business as currently conducted, would violate any of the Intellectual Property of any adversely held Intellectual Property has been filed. To the Company's knowledgeother Person, there exists no patent or patent application held by any other person which includes claims that would be infringed by nor is the Company or any Seller aware of any basis therefor. Except as described in the conduct of its business as currently conducted and as proposed agreements provided to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the CompanyBuyer, the Company is not making unauthorized 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 in connection with the conduct of any confidential information its Business as presently conducted. There are no agreements, understandings, instruments, contracts, judgments, orders or trade secrets of any person. Neither decrees to which the Company nor, is a party or by which it is bound which involve indemnification by the Company with respect to infringements of Intellectual Property. To the knowledge of extent the Company, Company has embedded any “open source,” “copyleft” or “community source” code in any of its employees have products or services generally available or in development, including but not limited to any agreements libraries or arrangements with code licensed under any persons other than general public license or similar license arrangement, the Company restricting is in compliance with the Company's or terms of any such employee's engagement in business activities licenses and any such software and licenses. The Company is not subject to any agreement, license or contractual obligation that are material aspects would require (or purport to require) the distribution, license, or disclosure of the Company's business as currently conducted source code of such software or as proposed derivative works thereof or prohibit (or purport to be conducted in prohibit) the SEC DocumentsCompany from charging for the distribution, license or use of the software or derivative works thereof or otherwise limit the use, distribution or license of such software or derivative works thereof for commercial purposes.

Intellectual Property. (ai) To the knowledge Section 3.01(p)(i) of the CompanyCompany Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list (in all material respects) of all patents and applications therefor, registered trademarks and applications therefor, domain name registrations and copyright registrations (if any) that, in each case, are owned by or licensed to the Company has ownership or any of or license or legal right its Subsidiaries and are material to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the conduct of the business of the Company and material its Subsidiaries, taken as a whole, as currently conducted. Such intellectual property rights required to be listed in Section 3.01(p)(i) of the Company (collectivelyDisclosure Schedule, "INTELLECTUAL PROPERTY")together with any tradename rights, other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses trade secret or know how rights, service ▇▇▇▇ rights, trademark rights, patent rights, intellectual property rights in computer programs or software or other material agreements under which (i) the Company is granted rights type of intellectual property rights, in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property each case, that are owned or licensed by the Company. Company or any of its Subsidiaries and are material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, are collectively referred to herein as “Intellectual Property Rights”. All Intellectual Property Rights are either (cx) The owned by the Company believes it has taken those steps required in accordance with sound business practice or a Subsidiary of the Company free and commercially reasonable business judgment to establish and preserve its ownership clear of all material patentLiens or (y) licensed to the Company or a Subsidiary of the Company free and clear (to the Knowledge of the Company) of all Liens, copyrightexcept where the failure to so own or license such Intellectual Property Rights individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. There are no claims pending or, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge Knowledge of the Company, threatened with regard to the present businessownership or, activities and products to the Knowledge of the Company, licensing by the Company or any of 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. Each of the Company do not infringe any intellectual property of any other personand its Subsidiaries owns, is validly licensed or otherwise has the right to use all Intellectual Property Rights, except where such infringement the failure to own, have a valid license or otherwise have rights to use individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The execution and delivery of this Agreement by the Company has not been notified that any proceeding charging do not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and compliance by the Company with infringement the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or 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 adversely held obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon, any Intellectual Property has been filed. To the Company's knowledgeRight, there exists no patent in each case that individually or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed aggregate has had or would reasonably be expected to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge Section 3.01(p)(i) of the CompanyCompany Disclosure Schedule sets forth, as of the date hereof, all Contracts under which the Company or any of its Subsidiaries is not making unauthorized obligated to make payments to third parties for use of any confidential information or trade secrets Intellectual Property Rights with respect to the commercialization of any person. Neither products that are, as of the date hereof, being sold, manufactured by or under development by the Company nor, to the knowledge of the Company, or any of its employees have Subsidiaries and for which such payments are in excess of $2,000,000 per year for any agreements or arrangements with any persons other than single product. The aggregate amount of all such payments that the Company restricting and its Subsidiaries are obligated to make under any Contract of the Company's or any such employee's engagement type described in business activities the immediately preceding sentence that are material aspects of the Company's business as currently conducted or as proposed not required to be conducted in the SEC Documentsdisclosed pursuant to such sentence does not exceed $10,000,000 per year.

Intellectual Property. (a) To the knowledge of the CompanyThe Company owns, is licensed or otherwise possesses legally enforceable rights to use, license and exploit all issued patents, copyrights, trademarks, service marks, trade names, trade secrets, and registered domain names and all applications for registration therefor (collectively, the Company has ownership of or license or legal right to use “Intellectual Property Rights”) and all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or computer programs and other processes, computer software, systemsdatabases, data compilationknow-how, research results or other proprietary rights used in the business technology, formulae, and development tools, together with all goodwill related to any of the Company and material to the Company foregoing (collectively, "INTELLECTUAL PROPERTY"the “Intellectual Property”), other than Intellectual Property generally available on commercial terms from other sourcesin each case as is necessary to conduct its business as presently conducted, the absence of which would be considered reasonably likely to result in a Company Material Adverse Effect. (b) There is no material default Section 2.29(b) of the Company Disclosure Schedule sets forth, with respect to all issued patents and all registered copyrights, trademarks, service marks and domain names registered with any Governmental Entity by the Company under or for which an application for registration has been filed with any material licenses or other material agreements under which Governmental Entity by the Company, (i) the Company is granted rights in Intellectual Property registration or application number, the date filed and the title, if applicable, of the registration or application and (ii) the names of the jurisdictions covered by the applicable registration or application. Section 2.29(b) of the Company has granted rights Disclosure Schedule identifies each agreement currently in effect containing any ongoing royalty or payment obligations of the Company in excess of $25,000 per annum with respect to others in Intellectual Property owned Rights and Intellectual Property that are licensed or licensed by otherwise made available to the Company. (c) The Except as set forth on Section 2.29(c) of the Company believes Disclosure Schedule, all Intellectual Property Rights of the Company that have been registered by it has taken those steps required with any Governmental Entity are valid and subsisting, except as would not reasonably be expected to have a Company Material Adverse Effect. As of the Effective Date, in accordance connection with sound business practice such registered Intellectual Property Rights, all necessary registration, maintenance and commercially reasonable business judgment to establish renewal fees will have been paid and preserve its ownership of all material patent, copyright, trade secret necessary documents and other proprietary rights certificates will have been filed with respect to its products and technologythe relevant Governmental Entities. (d) The Company is not in breach, and will not as a result of the consummation of the transactions contemplated by this Agreement be in breach, in any material respect of any license, sublicense or other agreement relating to the Intellectual Property Rights of the Company, or any licenses, sublicenses or other agreements as to which the Company is a party and pursuant to which the Company or uses any patents, copyrights (including software), trademarks or other intellectual property rights of or owned by third parties (the “Third Party Intellectual Property Rights”), the breach of which would be reasonably likely to result in a Company Material Adverse Effect. (e) Except as set forth on Section 2.29(e) of the Company Disclosure Schedule, the Company has not been named as a defendant in any suit, action or proceeding which involves a claim of infringement or misappropriation of any Third Party Intellectual Property Right the Company has not received any notice or other communication (in writing or otherwise) of any actual or alleged infringement, misappropriation or unlawful or unauthorized use of any Third Party Intellectual Property Right. With respect to its product candidates and products in research or development, after the same are marketed, the Company will not, to its knowledge, infringe any Third Party Intellectual Property Rights in any material manner. (f) To the knowledge of the Stockholders and the Company, the present business, activities and products except as set forth on Section 2.29(f) of the Company do not infringe any intellectual property of any other personDisclosure Schedule, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documentsis infringing, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not misappropriating or making any unlawful or unauthorized use of any confidential information or trade secrets Intellectual Property Rights of any person. Neither the Company nor, to in a manner that has a material impact on the knowledge business of the CompanyCompany or DiscCo, any of its employees except for such infringement, misappropriation or unlawful or unauthorized use as would not be reasonably expected to have any agreements or arrangements with any persons other than the a Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsMaterial Adverse Effect.

Intellectual Property. (a) To (i) The conduct of the business of the Company and the Subsidiaries as 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, infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any third party in any material respect, and no claim has been asserted to the Company or any Subsidiary that the conduct of the business of the Company and the Subsidiaries as currently conducted or as currently contemplated to be conducted conflicts with, infringes upon or may infringe upon, misappropriates or otherwise violates the Intellectual Property rights of any third party; (ii) with respect to each item of Company Owned Intellectual Property, the Company or a Subsidiary is the exclusive owner of the entire unencumbered 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 without limitation in any material respect; (iii) with respect to each item of Company Licensed Intellectual Property, the Company or a Subsidiary has the valid 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; (iv) to the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Owned Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice valid and commercially reasonable business judgment to establish enforceable, and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent adjudged invalid or patent application held by any other person which includes claims that would be infringed by the Company unenforceable in the conduct of its business as currently conducted and as proposed to be conducted whole or in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, part; (v) to the knowledge of the Company, no Person is engaging in any of its employees have any agreements activity that infringes upon or arrangements with any persons other than misappropriates the Company restricting Owned Intellectual Property; (vi) to the Company's or any such employee's engagement in business activities that are material aspects knowledge of the Company's business , each license of the Company Licensed Intellectual Property is valid and enforceable (except as currently conducted may be limited by bankruptcy, insolvency, reorganization or as proposed other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), is binding on all parties to be conducted such license, and is in full force and effect; (vii) to the SEC Documentsknowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (viii) neither the execution of this Agreement nor the consummation of the Transactions shall adversely affect any of the rights of the Company or any Subsidiary with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property in any material respect.

Intellectual Property. (a) To The Company and its subsidiaries own or possess the knowledge of the Company, the Company has ownership of or license or legal valid right to use all (i) valid and enforceable patents, patent applications, 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, 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 currently conducted, and as proposed to be conducted and described in the General Disclosure Package and the Prospectus. 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 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 or its subsidiaries. To the Company’s Knowledge, 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 mark, trade name, copyright, trade secret, trademark, customer lists, designs, manufacturing license in or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property right or franchise right of any other person, except where such infringement would not have a Material Adverse Effect. 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 been notified that any proceeding charging result in the Company with infringement loss or impairment of or payment of any adversely held Intellectual Property has been filed. To additional amounts with respect to, nor require the Company's knowledge, there exists no patent or patent application held by consent of any other person which includes claims that would be infringed by in respect of, the Company Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of its the business as currently conducted and as proposed conducted. With respect to be conducted the use of the software in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company’s business as it is currently conducted, the Company is has not making unauthorized use experienced any material defects in such software including any material error or omission in the processing of any confidential information transactions other than defects which have been corrected, and to the Company’s Knowledge, no such software contains any device or trade secrets feature designed to disrupt, disable, or otherwise impair the functioning of any person. Neither the Company nor, software or is subject to the knowledge terms of any “open source” or other similar license that provides for the source code of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed software to be conducted in publicly distributed or dedicated to the SEC Documentspublic.

Intellectual Property. (a) To Except as disclosed in the knowledge of Filed Company SEC Documents or in the CompanyCompany Disclosure Schedule, the Company has ownership of and the Company Subsidiaries own, or license are licensed or legal right otherwise possess legally enforceable rights to use all patentpatents, copyrighttrademarks, trade secretnames, trademarkservice marks, customer listscopyrights, designsand any applications therefor, manufacturing or other processestechnology, know-how, computer softwaresoftware programs or applications, systems, data compilation, research results and tangible or other intangible proprietary rights information or material that are used in the business of the Company and material to the Company (collectivelySubsidiaries as currently conducted, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesexcept as would not reasonably be expected to have a Company Material Adverse Effect. (b) There is Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries are not in violation of any licenses, sublicenses and other agreements as to which the Company and/or the Company Subsidiaries are a party and pursuant to which the Company and/or the Company Subsidiaries are authorized to use any third-party patents, trademarks, service marks and copyrights ("Third-Party Intellectual Property Rights"). Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Schedule and except as would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement no claims with respect to the patents, registered and material default unregistered trademarks and service marks, registered copyrights, trade names and any applications therefor owned by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Subsidiaries (the "Company Intellectual Property Rights"), any trade secret material to the Company, or (ii) Third-Party Intellectual Property Rights to the extent arising out of any use, reproduction or distribution of such Third Party Intellectual Property Rights by or through the Company has granted rights or the Company Subsidiaries, are currently pending (or, to others in Intellectual Property owned or licensed the Knowledge of the Company, are overtly threatened by any Person) against the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledgeKnowledge, there exists no patent or patent application all patents, registered trademarks, service marks and copyrights held by any other person which includes claims that would be infringed by the Company or the Company Subsidiaries are valid and subsisting. Except as disclosed in the conduct of its business as currently conducted and as proposed to be conducted Filed Company SEC Documents or in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norDisclosure Schedule, to the knowledge Company's Knowledge, there is no material unauthorized use, infringement or misappropriation of any Company Intellectual Property Rights by any third party, including any employee or former employee of the Company, any of its employees have any agreements Company or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsSubsidiaries.

Intellectual Property. (a) Section 4.16(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, all Company Registered Intellectual Property. The Company and its Subsidiaries own, license, or otherwise have the right to use all Intellectual Property, which includes Company Registered Intellectual Property, used by the Company or any Subsidiary and which are material to the conduct of the business of the Company and the Subsidiaries, as currently conducted, in each case excluding generally commercially available, off-the-shelf software programs (the “Company Intellectual Property Rights”), free and clear of all Liens (other than Permitted Liens and subject to the ownership rights of the owner of licensed Intellectual Property, the terms of the related license or development agreement and royalties or development fees payable thereon), except where such failure to own, license or have rights to use would not and would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (b) To the knowledge of the Company, as of the date hereof, the Company has ownership of Intellectual Property Rights are not being infringed in a manner which would and would reasonably be expected to, individually or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the aggregate, have a Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the CompanyMaterial Adverse Effect. (c) The Company believes it has taken those reasonable steps required to maintain the secrecy of its material information that is not generally known or readily ascertainable through lawful means (“Confidential Information”), from which the Company derives economic value, actual or potential, from the Confidential Information not being generally known. The Company has in accordance place, and uses reasonable efforts to enforce, policies generally requiring each employee and individual independent contractor who is involved in the development of material Intellectual Property that is included in a Company product to execute one or more agreements with sound business practice provisions relating to the protection of the Company’s Confidential Information and commercially reasonable business judgment to establish and preserve its the ownership of all such Intellectual Property and Company Intellectual Property Rights. To the knowledge of the Company, no employee, independent contractor or agent of the Company has misappropriated any material patenttrade secrets or other Confidential Information of any other third party in the course of the performance of his or her duties as an employee, copyright, trade secret and other proprietary rights with respect to its products and technologyindependent contractor or agent of the Company. (d) There are, as of the date hereof, no pending or, to the knowledge of the Company, threatened claims that the Company or any Subsidiary has infringed or is infringing any Intellectual Property rights of any Person which would and would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (e) To the knowledge of the Company, the present businessall material computer systems, activities networks, hardware, technology, software, databases, websites, and products of the Company do not infringe any intellectual property of any other personequipment used to process, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledgestore, there exists no patent or patent application held by any other person which includes claims that would be infringed maintain and operate data, information, and functions used by the Company in the conduct of its the Company’s business as currently conducted and as proposed to be conducted (the “IT Systems”) are sufficient in all material respects for the Company’s current needs in the SEC Documents, where such infringement would have a Material Adverse Effect. To operation of the knowledge business of the Company, as presently conducted. The IT Systems have not suffered any material malfunction, failure or security breach within the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither two (2) years immediately preceding the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsClosing Date.

Intellectual Property. 7.1 The Company and its subsidiaries are entitled to carry on its present business in the manner in which it is presently carried on and such business does not and is not likely to infringe or conflict with any right (aand in particular any industrial or intellectual property right) To the knowledge of the Companyany other person. 7.2 All trademarks, the Company has ownership of or license or legal right to use all patentpatents, designs, business names, trade names, copyright, trade secretknow-how and other similar industrial, trademarkcommercial or intellectual rights used by the Company and its subsidiaries in connection with its business have been disclosed in the Disclosure Letter and are in the sole beneficial ownership of the Company and its subsidiaries and to the extent to which the same are capable of registration are registered in the name of the Company and its subsidiaries as sole proprietor and are valid and enforceable and none of them is being used, customer listsclaimed, designsopposed or attacked by any other person nor has anything been done or omitted whereby they or any of them might cease to be valid and enforceable or used, manufacturing claimed, opposed or attacked as aforesaid. 7.3 No licence or other processesauthority has been granted or agreed to be granted by the Company and its subsidiaries to any person to use in any manner or to do anything which would or might otherwise infringe any of the rights referred to (specifically or in general terms) in clause 7.2 and the Company and its subsidiaries have not permitted to be disclosed or agreed to disclose to any person other the Purchaser any of its know-how, computer softwaretrade secrets, systemsconfidential information, data compilation, research results technical processes or lists of customers or suppliers. 7.4 All licences and authorities from any other proprietary person under which any of the rights referred to (specifically or in general terms) in clause 7.2 are used by the Company and its subsidiaries and are in full force and effect and the Vendors are not aware of any breach by the Company and its subsidiaries of the terms and conditions of any such licence or authority or of any circumstances whereby the same may be prematurely terminated or rescinded. 7.5 There is no infringement of any Intellectual Property Rights in the operation of any business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice its subsidiaries and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products properties of the Company do and its subsidiaries are not infringe subject to any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held third party's Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsProperties Rights.

Intellectual Property. (a) To the knowledge of the Company, the No Company has ownership of Intellectual Property or license product or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business service of the Company and material or any of its Subsidiaries is subject to any proceeding or outstanding decree, order, judgment, contract, license, agreement, or stipulation restricting in any manner the use, transfer, or licensing thereof by the Company (collectively, "INTELLECTUAL PROPERTY")or any of its Subsidiaries, other than in the ordinary course of business, or which may affect the validity, use or enforceability of such Company Intellectual Property generally available on commercial terms from other sourcesProperty. (b) There is no material default by the The Company under and its Subsidiaries own and have good and exclusive title to all Company Intellectual Property free and clear of any material liens or encumbrances (excluding non-exclusive licenses). The Company has licenses or (sufficient for the conduct of its business as currently conducted) to all other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed used by the Company. (c) The Neither the Company believes it nor any of its Subsidiaries has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its transferred ownership of all material patentof, copyright, trade secret and other proprietary rights or granted any exclusive license with respect to, any Intellectual Property that is or was, at any time after January 1, 1999, Company Intellectual Property, to its products and technologyany third party except to customers pursuant to written agreements in the ordinary course of business. (d) To the knowledge The operation of the Company, the present business, activities and products business of the Company do and its Subsidiaries as such business currently is conducted has not and does not materially infringe any intellectual property or misappropriate the Intellectual Property of any other personthird party or, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that to its knowledge, constitute unfair competition or trade practices under the laws of any proceeding charging jurisdiction. (e) Neither the Company with infringement nor any of its Subsidiaries has received notice from any third party that the operation of the business of the Company or any of its Subsidiaries materially infringes or misappropriates the Intellectual Property of any adversely held Intellectual Property has been filed. third party or constitutes unfair competition or trade practices under the laws of any jurisdiction. (f) To the Company's knowledge, there exists no patent person has materially infringed or patent application held by misappropriated or is materially infringing or misappropriating any other person which includes claims Company Intellectual Property. (g) The Company and each of its Subsidiaries have taken reasonable steps to protect the Company's and its Subsidiaries' rights in the Company's confidential information and trade secrets that would be infringed by it wishes to protect or any trade secrets or confidential information of third parties provided to the Company in except where the conduct of its business as currently conducted and as proposed failure to be conducted in the SEC Documents, where such infringement would do so is not reasonably expected to have a Material Adverse Effect. To the knowledge of the Company, Effect on the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of and its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsSubsidiaries.

Intellectual Property. (a) Section 3.18(a) of the Company Disclosure Letter sets forth a true and complete list of all Company Registered IP. All Company Registered IP is solely and exclusively owned by the Company or one of its Subsidiaries free and clear of all Liens (other than Permitted Liens), and neither the Company nor any of its Subsidiaries has received any written notice or claim challenging the validity or enforceability of any Company Registered IP that remains pending or unresolved. (b) The Company and each of its Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of all Trade Secrets of the Company and its Subsidiaries, including taking commercially reasonable steps to safeguard any such information that is accessible through computer systems or networks. To the knowledge Knowledge of the Company, there has been no misappropriation or unauthorized access, use, modification or breach of security of Trade Secrets maintained by or on behalf of the Company or any of its Subsidiaries. (c) To the Knowledge of the Company, the business of the Company and its Subsidiaries as currently conducted does not infringe or misappropriate any Intellectual Property Rights of any Third Party in a manner that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has issued any notice or claim since January 1, 2016 that a Third Party is misappropriating or infringing any Owned Company Intellectual Property and, to the Knowledge of the Company, no Third Party is misappropriating or infringing any Owned Company Intellectual Property. No Owned Company Intellectual Property is subject to any outstanding order, judgment, decree, agreement, or stipulation restricting or limiting any use or licensing thereof by the Company or any of its Subsidiaries except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Company Intellectual Property, free and clear of all Liens (other than Permitted Liens), and have not granted any license, covenant, release, immunity or other right with respect to any Owned Company Intellectual Property to any Person other than (i) non-exclusive licenses granted in the ordinary course of business in connection with marketing and promotional activities and (ii) cross-licensing of Intellectual Property in the ordinary course of business. (e) To the Knowledge of the Company, the Company and each Subsidiary has ownership (i) complied in all material respects with its respective privacy policies and all applicable Laws relating to privacy and data security, including with respect to the collection, storage, transmission, transfer, disclosure and use of or license or legal right Personal Information, and (ii) implemented and maintained a data security plan which maintains effective and commercially reasonable administrative, technical and physical safeguards to protect Personal Information against loss, damage and unauthorized access, use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing modifications or other processesmisuse. To the Knowledge of the Company, computer softwarethere has been no material loss, systemsdamage or unauthorized access, data compilationuse, research results modification or other proprietary rights used breach of security of Personal Information maintained by or on behalf of the Company or any of its Subsidiaries, in each case that are material to the operations of the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has its Subsidiaries taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) as a whole. To the knowledge Knowledge of the Company, the present businesssince January 1, activities and products 2016, no Person (including any Governmental Entity) has made any claim or commenced any action with respect to loss, damage or unauthorized access, use, modification or breach of security of Personal Information maintained by or on behalf of any of the Company do not infringe any intellectual property or its Subsidiaries, in each case that are material to the operations of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the business of the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of and its business Subsidiaries taken as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any personwhole. Neither the Company norexecution, to delivery or performance of this Agreement or the knowledge Real Estate Purchase Agreement, or the consummation of the CompanyTransactions will, or reasonably would be expected to, result in any material violation of its employees have any agreements or arrangements with any persons other than privacy policy of the Company restricting the Company's and its Subsidiaries or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted applicable Law pertaining to privacy, data security or as proposed to be conducted in the SEC DocumentsPersonal Information.

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business Each of the Company and material its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to the Company grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, "INTELLECTUAL PROPERTYINTANGIBLES"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in necessary for the conduct of its business as currently now being conducted and as proposed presently contemplated to be conducted in the SEC Documents, where such infringement would have future. Section 3(l) of the Disclosure Schedule sets forth a Material Adverse Effectlist of all Intangibles owned and/or used by the Company in its business. To the knowledge of the CompanyCompany and its Subsidiaries, neither the Company nor any Subsidiary of the Company infringes or is not making unauthorized use in conflict with any right of any confidential information or trade secrets of other person with respect to any personthird party Intangibles. Neither the Company nor, to the knowledge of the Company, nor any of its employees have Subsidiaries has received written notice of any agreements pending conflict with or arrangements with any persons other than infringement upon such third party Intangibles. Neither the Company restricting nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to ▇▇▇ or settlement agreement with respect to the validity of the Company's or its Subsidiaries' ownership of or right to use its Intangibles and there is no reasonable basis for any such employee's engagement 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 applications therefor are pending and in business activities that are good standing. The Company and its Subsidiaries have complied, in all material aspects respects, with their respective contractual obligations relating to the protection of the Company's business as currently conducted Intangibles used pursuant to licenses. No person is infringing on or as proposed to be conducted in violating the SEC DocumentsIntangibles owned or used by the Company or its Subsidiaries.

Intellectual Property. (a) To The Seller Disclosure Schedule lists all licenses, sublicenses and other agreements (“In-Bound Licenses”) pursuant to which a third party authorizes Seller to use, practice any rights under, or grant sublicenses with respect to, any Intellectual Property Rights or Technology owned by a third party and used by Seller at the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY")Facility, other than Intellectual Property generally In-Bound Licenses that consist solely of “shrink-wrap” and similar commercially available on commercial terms from other sourcesend-user licenses, and, with respect to each In-Bound License, whether the In-Bound License is exclusive or non-exclusive. (b) There is no material default by Seller represents and warrants that it possesses the Company rights necessary to enter into and perform its obligations under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the CompanyLicense Agreement. (c) The Company believes it To Seller’s knowledge and except for uses that apply solely to Seller-proprietary products, by operating the Facility and using the other Purchased Assets and Licensed Intellectual Property to manufacture Seller-proprietary semiconductor devices, Seller has taken those steps required not infringed and is not infringing upon, or otherwise unlawfully used or uses, any Intellectual Property Rights of a third party. Since January 1, 2009, and except as set forth in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership Section 4.11(c) of all material patent, copyright, trade secret and other proprietary rights the Seller Disclosure Schedule or with respect to its products claims solely related to Seller-proprietary products, Seller has not received any communication alleging that Seller has violated or, by operating the Facility and technologyusing the other Purchased Assets to manufacture Seller-proprietary semiconductor devices, would violate, any Intellectual Property Rights of a third party. (d) To the knowledge Seller’s Knowledge, no Facility Employee has been or is, by performing services related to Seller’s operation of the CompanyFacility and use of the other Purchased Assets to manufacture Seller-proprietary semiconductor devices, in violation of any term of any employment, invention disclosure or assignment, confidentiality or noncompetition agreement or other restrictive covenant or any Order. (e) The execution and delivery of this Asset Purchase Agreement by Seller does not, and the consummation of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both), will not, directly or indirectly, result in the loss or impairment of, or give rise to any right of any third party to terminate or reprice or otherwise renegotiate any of the In-Bound Licenses, nor require the consent of any Governmental Entity or other third party in respect of any such In-Bound Licenses. (f) To Seller’s Knowledge, the present businessSoftware and other information technology used to operate the Facility and that will be included as a Purchased Asset or that constitutes Licensed Intellectual Property under the Intellectual Property License Agreement (i) are configured and maintained to mitigate the effects of viruses and do not contain Trojan horses or other malicious code and (ii) have not suffered any material error, activities and products breakdown, failure, or security breach in the last twenty-four months that has caused material disruption or damage to the Facility or the use of the Company do not infringe other Purchased Assets to manufacture Seller-proprietary semiconductor devices or that was potentially reportable to any intellectual property Governmental Entity. (g) Seller is in possession of any other person, except where and the Buyer will receive such infringement would not have a Material Adverse Effect. The Company has not been notified working copies of all Software included in the Purchased Assets or that any proceeding charging the Company with infringement of any adversely held constitutes Licensed Intellectual Property has been filed. To licensed to Seller under the Intellectual Property License Agreement, including, object and (for Software owned by or exclusively licensed to any Acquired Company's knowledge) source code, there exists no patent or patent application held by any and all related manuals and other person which includes claims that would be infringed by the Company documentation, as included in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information Purchased Assets or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsLicensed Intellectual Property.

Intellectual Property. The Company and each Subsidiary owns or possesses, or has the right to use, all material patents, patent rights, licenses, inventions, copyrights, know-how (a) To including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed or required by it in connection with the knowledge of business currently conducted by it as described in the CompanySEC Reports, except such as the Company has ownership of failure to so own or license possess or legal have the right to use all patentwould not have, copyright, trade secret, trademark, customer lists, designs, manufacturing singly or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of aggregate, a Material Adverse Effect on the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has Subsidiaries taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have as a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filedwhole. To the Company's ’s knowledge, there exists are no patent or patent application held by any other person which includes claims valid and enforceable United States patents that would be are infringed by the business currently conducted by the Company in the conduct of its business or any Subsidiary, or as currently conducted and as proposed to be conducted by the Company or any Subsidiary, as described in the SEC Documents, where such Reports and which infringement would have a Material Adverse EffectEffect on the Company and the Subsidiaries taken as a whole. To the knowledge of the Company, the The Company is not making unauthorized aware of any basis for a finding that the Company or any Subsidiary does not have valid title or license rights to the patents and patent applications referenced in the SEC Reports as owned or licensed by the Company or any Subsidiary, and, to the Company’s knowledge, neither the 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 to any contract, which restricts or impairs the use of any confidential information or trade secrets of any personthe foregoing which would have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. Neither the Company nor, nor any Subsidiary has received any written notice of infringement of or conflict with asserted rights of any third party with respect to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or by it as proposed to be conducted described in the SEC DocumentsReports and which, if determined adversely to the Company or any Subsidiary, would have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole and the Company has no knowledge of any facts or circumstances that would serve as a reasonable basis for any such claims.

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business Each of the Company and material its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to the Company grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, "INTELLECTUAL PROPERTY"), other than “Intellectual Property generally available on commercial terms from other sources. (bProperty”) There is no material default by the Company under any material licenses used in or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in necessary for the conduct of its business as currently now being conducted and as proposed presently contemplated to be conducted in the SEC Documentsfuture (collectively, where 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 set forth on the Disclosure 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 “Third Party License Agreements”) other than such infringement licenses or agreements arising from the purchase of generally available products, 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 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 have not result, individually or in the aggregate, in a Material Adverse Effect. To the knowledge Company’s knowledge, no other party to any of the CompanyThird Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the Company is not making unauthorized use of any confidential information or trade secrets of any personaggregate, in a Material Adverse Effect. Neither the Company nornor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the knowledge Company’s knowledge, threatened 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 ▇▇▇ or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, any expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and 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 employees Company Intellectual Property. The Company and its Subsidiaries have any agreements or arrangements complied, in all material respects, with any persons other than their respective contractual obligations relating to the protection of the Company restricting Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company's Company Intellectual Property owned or any such employee's engagement in business activities that are material aspects of used by the Company's business as currently conducted Company or as proposed to be conducted in the SEC Documentsits Subsidiaries.

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 Village shall own, without restriction or 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 (acollectively “Intellectual Property”) To created by or provided by Contractor, Contractor’s employees or Contractor’s independent contractors for purposes of fulfilling the knowledge terms of the Company, the Company has this Agreement. Contractor will ensure that all independent contractors have written agreements in place that transfers ownership of all Intellectual Property created by them or license provided by them to the Village, without restriction or legal right limitation. Contractor represents and warrants that all Intellectual Property provided to use all the Village by Contractor will not infringe on any copyrights, trademark rights, patent rights, trade secrets or other rights of any third-party. Contractor agrees to indemnify, defend and hold Village harmless from and against any loss, cost, damage, liability, or expense (including attorney’s fees and other reasonable litigation expenses) suffered or incurred by Village in connection with any such infringement claim by any third-party. If a claim is made or an action brought that the materials provided (or any component thereof) to the Village, infringes a third-party patent, copyright, or trademark, or misappropriates any trade secretsecret or other intellectual property right, then Contractor will defend Village from, in the manner and 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, customer lists, designs, manufacturing or copyright or other processesproperty right or for any other reason, computer softwarethen at Contractor’s option, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which Contractor shall promptly either: (i) procure for the Company is granted rights in Village, at Contractor’s expense, the right to continue using the Intellectual Property Property; or (ii) replace or modify the Company has granted rights to others in Intellectual Property, at Contractor’s expense, so that the Intellectual Property owned or licensed by become non-infringing. Contractor shall assist the Company. (c) The Company believes it has taken those steps required Village in accordance with sound business practice and commercially reasonable business judgment to establish and preserve protecting its ownership of all material patentthe Intellectual Property. Such assistance shall include, copyrightwithout limitation, trade secret providing such assistance as may be necessary for the Village to obtain registrations for its rights in and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company solely in the conduct name of Village and to enforce its business as currently conducted rights in such Intellectual Property. These Intellectual Property rights, representations, warrants and as proposed to be conducted in protections will survive the SEC Documentstermination or expiration of this Agreement, where such infringement would have a Material Adverse Effect. To the knowledge whether by lapse of the Company, the Company is not making unauthorized use of any confidential information time or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsotherwise.

Intellectual Property. (ai) To the knowledge of the Company, The Company and the Company has ownership Subsidiaries 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 or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights Intellectual Property used in the or necessary to carry on their business of the Company as currently conducted, and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than ii) such Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which 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 is granted Subsidiaries’ use of, or rights in to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property or (ii) 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 granted received any notice of infringement or misappropriation of, or any conflict with, the rights to of others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products any Intellectual Property, and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe no reasonable basis exists for any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filedclaim. To the Company's ’s knowledge, there exists no patent third party has infringed, misappropriated or patent application held by any other person which includes claims that would be infringed by otherwise violated the Intellectual Property rights of the Company in or the conduct of its business as currently conducted and as proposed Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to be conducted in the SEC DocumentsCompany’s knowledge, where such threatened against the Company or any Company Subsidiary concerning the ownership, validity, registerability, enforceability, infringement would have a Material Adverse Effector use of, or licensed right to use, any Intellectual Property. To the knowledge of the Company, none of the Company is not making unauthorized use or any of any confidential information or trade secrets of any person. Neither the Company nor, Subsidiaries is using or enforcing any Intellectual Property owned by or licensed to the knowledge Company or any 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 Company Subsidiaries has taken all reasonable measures to protect the Intellectual Property owned by or licensed to the Company or any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsSubsidiaries.

Intellectual Property. (a) To The Company and each of its subsidiaries owns or possesses the knowledge of the Company, the Company has ownership of or license or legal valid right to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, 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 and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) that, to the Company’s knowledge, are necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the SEC Reports. Neither the Company nor any of its subsidiaries has received any opinion from its legal counsel concluding that any activities of its business infringes, misappropriates, or otherwise violates, valid and enforceable Intellectual Property Rights of any other person. Neither the Company nor any of its subsidiaries has 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 exclusively licensed by the Company or its subsidiaries. To the Company’s knowledge, the Company’s and its respective subsidiaries’ businesses as now conducted and as proposed to be conducted do not and will 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. Except as disclosed in the SEC Reports, to the Company’s knowledge, there are no third parties who have rights to any Intellectual Property Rights described in the SEC Reports as being owned by or exclusively licensed to the Company (collectively, “Company Intellectual Property Rights”), including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Intellectual Property Rights that are disclosed as licensed to the Company or one or more of its subsidiaries. To the Company’s knowledge, there is no infringement by third parties of any Company Intellectual Property Rights. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Company Intellectual Property Rights disclosed in the SEC Reports as being owned by or exclusively licensed to the Company. To the Company’s knowledge, all licenses for the use of the Company Intellectual Property Rights described in the SEC Reports as exclusively licensed to the Company or its subsidiaries (collectively, “Company In-Licenses”) are valid, binding upon and enforceable by or against the Company or its subsidiaries and by or against the other parties thereto in accordance with their terms. The Company and each of its subsidiaries has complied in all material respects with all Company In-Licenses, and is not in breach of any Company In-License. Neither the Company nor any of its subsidiaries has received written notice of any asserted or threatened claim of breach of any Company In-License, and the Company has no knowledge of any breach by any other person of any Company In-License. Except as described in the SEC Reports, there is no pending, and the Company has not received written notice of any threatened, action, suit, proceeding, or claim against the Company or any of its subsidiaries (i) alleging the infringement by the Company or any of its subsidiaries of any patent, trademark, service mark, trade name, copyright, trade secret, trademark, customer lists, designs, manufacturing license or other processesintellectual property right or franchise right of any person; or (ii) challenging the validity, computer softwareenforceability, systemsor scope of any Company Intellectual Property Rights owned by, data compilationand to the Company’s knowledge, research results exclusively licensed to the Company, including no interferences, oppositions, reexaminations, or government proceedings, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard the Company Intellectual Property Rights, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignments with their employees, and to the Company’s knowledge, no employee of the Company is in or has been in violation 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. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property Rights owned by the Company have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. 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 proprietary rights used person in respect of, the Company's or any of its subsidiaries’ right to own, use, or hold for use any of the Company Intellectual Property Rights described in the SEC Reports as owned by or licensed to the Company for use in the conduct of the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effectsubsidiaries as currently conducted. The Company has not been notified that any proceeding charging at all times complied with all applicable U.S. or non-U.S. laws relating to privacy, data protection, and the Company with infringement collection and use of any adversely personal information collected, used, or held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed for use by the Company in the conduct of its business as currently conducted and as proposed the Company’s business, except where the failure to so comply would not reasonably be conducted in the SEC Documents, where such infringement would expected to have a Material Adverse Effect. To Except where such claim would not reasonably be expected to have a Material Adverse Effect, no claims have been asserted or threatened in writing against the knowledge 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 and each of its subsidiaries 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 is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its subsidiaries and which relate to the Company’s business. All key employees have any signed confidentiality and invention assignment agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. (a) To Section 4.21(a) of the Company Disclosure Letter lists each item of Intellectual Property that is registered or applied-for with a Governmental Authority or Internet domain name registrar and is owned by the Company or any of the Company’s Subsidiaries as of the date of this Agreement, whether applied for or registered in the United States or any other jurisdiction as of the date of this Agreement (“Company Registered Intellectual Property”). The Company or one of the Company’s Subsidiaries is the sole and exclusive beneficial and record owner of all of the items of Company Registered Intellectual Property, and all such Company Registered Intellectual Property is subsisting and, to the Company’s knowledge and excluding any pending applications included in the Company Registered Intellectual Property, is valid and enforceable. No Company Registered Intellectual Property is subject to any outstanding Governmental Order adversely affecting the validity or enforceability of, or the Company’s or any of its Subsidiaries’ ownership or use of, or rights in or to, any such Company Registered Intellectual Property. (b) Except as would not be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company or one of its Subsidiaries exclusively owns the Company Intellectual Property, free and clear of all Liens (other than Permitted Liens), and, to the Company’s knowledge, has sufficient and valid rights pursuant to enforceable Contracts to use all Intellectual Property material to and used in or reasonably necessary for the continued conduct of the business of the Company and its Subsidiaries in substantially the same manner as such business has been operated during the twelve (12) months prior to the Closing Date. There exist no material restrictions on the disclosure, use, license or transfer of, and the consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish, any Company Intellectual Property. (c) Neither the Company and its Subsidiaries, nor the conduct of the businesses of the Company or any of its Subsidiaries, have since the date that is three (3) years preceding the date of this Agreement infringed upon, misappropriated or otherwise violated and are not infringing upon, misappropriating or otherwise violating any Intellectual Property of any third Person, provided the foregoing representation and warranty is given solely to the Company’s knowledge. There is no Action pending to which the Company or any of the Company’s Subsidiaries is a named party, or to the knowledge of the Company, the Company has ownership of that is threatened (in writing, or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, otherwise), alleging the present businessCompany’s or its Subsidiaries’ infringement, activities and products misappropriation or other violation of any Intellectual Property of any third Person. (d) Except as set forth on Section 4.21(d) of the Company do Disclosure Letter, (i) to the knowledge of the Company, no Person is infringing upon, misappropriating or otherwise violating any Company Intellectual Property, and (ii) the Company and its Subsidiaries have not infringe sent to any intellectual property Person since the date that is three (3) years preceding the date of this Agreement any written notice, charge, complaint, claim or other written assertion against any third Person claiming infringement, misappropriation or other violation by or misappropriation of any other person, except where such infringement would not have a Material Adverse Effect. Company Intellectual Property. (e) The Company has not been notified that and its Subsidiaries take commercially reasonable measures to protect the confidentiality of any proceeding charging material Trade Secrets included in the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse EffectProperty. To the knowledge of the Company, since the date that is three (3) years preceding the date of this Agreement, there has not been any unauthorized disclosure of or unauthorized access to any such Trade Secrets to or by any Person. (f) No Governmental Authority, university, college, research institute or other similar organization has sponsored, contributed funding, facilities or personnel, or otherwise been involved with any research or development by the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have Subsidiaries of any agreements material Company Intellectual Property or arrangements with any persons other than product or technology of the Company restricting the Company's or any such employee's engagement in of its Subsidiaries. (g) Each Person who created, developed, invented, or otherwise contributed to the creation, development or invention of, any Intellectual Property material to the business activities that are material aspects of the Company's business Company or any of its Subsidiaries for or on behalf of the Company or its Subsidiary, as currently conducted applicable, has executed a written non-disclosure and assignment agreement containing an irrevocable present assignment of all such Person’s rights, title and interests in and to any such Intellectual Property to the Company or its Subsidiary, as proposed to be conducted in the SEC Documentsapplicable.

Intellectual Property. Except as disclosed in the Registration Statement, General Disclosure Package, and Prospectus, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses, and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the Registration Statement, the General Disclosure Package, or the Prospectus and which the failure to so have could have a Material Adverse Effect (a) collectively, the “Intellectual Property Rights”). To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under not now infringing any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property valid claim of any other personissued patents, except where such infringement would not have a Material Adverse Effectcopyrights, or trademarks of others. The Company has not been notified conducted a “freedom to operate” study. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any proceeding charging of the Intellectual Property Rights has expired, terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such 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 with infringement nor any 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 adversely held Intellectual Property has been filed. To the Company's knowledgePerson, there exists no patent except as could not have or patent application held by any other person which includes claims that would reasonably be infringed by the Company in the conduct of its business as currently conducted and as proposed expected to be conducted in the SEC Documents, where such infringement would not have a Material Adverse Effect. To the knowledge of the Company, all of the Company Intellectual Property Rights are enforceable and there is not making unauthorized use no existing infringement by another Person of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the CompanyIntellectual Property Rights. The Company and the Subsidiaries have taken reasonable security measures to protect the secrecy, any confidentiality, and value of its employees have any agreements all of their intellectual properties, except where failure to do so could not, individually or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsaggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. (a) To the knowledge Veritex and each of the Companyits Subsidiaries owns, the Company has ownership of or license or legal right is licensed to use all patent(in each case, copyright, trade secret, trademark, customer lists, designs, manufacturing or free and clear of any material Liens other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"than any Permitted Encumbrances), other than all Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in necessary for the conduct of its business as currently conducted and conducted. Except as proposed to would not reasonably be conducted likely, either individually or in the SEC Documentsaggregate, where such infringement would to have a Material Adverse Effect. To Effect on Veritex, (a) the knowledge of the Company, the Company is not making unauthorized use of any confidential information Intellectual Property by Veritex and its Subsidiaries does not infringe, misappropriate or trade secrets otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which Veritex or any Veritex Subsidiary acquired the right to use any Intellectual Property; (b) no person has asserted to Veritex in writing that Veritex or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person. Neither the Company nor, ; (c) to the knowledge of the CompanyVeritex, no person is challenging, infringing on or otherwise violating any right of Veritex or any of its employees have Subsidiaries with respect to any agreements Intellectual Property owned by or arrangements licensed to Veritex or its Subsidiaries; (d) neither Veritex nor any Veritex Subsidiary has received any written notice of any pending claim with respect to any persons other than the Company restricting the Company's Intellectual Property owned by Veritex or any such employee's engagement in business activities that are Veritex Subsidiary; and (e) since January 1, 2023, no third party has gained unauthorized access to any information technology networks controlled by and material aspects to the operation of the Company's business of Veritex and its Subsidiaries. Except as currently conducted would not reasonably be likely, either individually or as proposed to be conducted in the SEC Documentsaggregate, to have a Material Adverse Effect on Veritex, Veritex and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by Veritex 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 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 divisions, continuations, continuations in part and renewal applications), all improvements thereto and any re-examinations, renewals, extensions or reissues thereof, in any jurisdiction; 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 works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and any similar intellectual property or proprietary rights.

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) Upon the Company is granted rights request of Agent, in Intellectual Property order to facilitate filings with the United States Patent and Trademark Office or any similar office or agency in any jurisdiction and the United States Copyright Office or any similar office or agency in any jurisdiction, each Grantor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’s Lien on such Grantor’s Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby; (ii) Each Grantor shall have the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patentduty, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company is necessary in the conduct of such Grantor’s business, to protect and diligently enforce and defend at such Grantor’s expense its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norIntellectual Property, to the knowledge extent commercially reasonable to do so as determined in its reasonable business judgment, including (A) to diligently enforce and defend, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application or service ▇▇▇▇ application that is part of the CompanyTrademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to require all employees, consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual Property to sign agreements containing assignment of Intellectual Property rights and obligations of confidentiality. Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in the conduct of such Grantor’s business. Each Grantor hereby agrees to take the steps described in this Section 6(g)(ii) with respect to all new or acquired Intellectual Property which is included in the Collateral, to the extent commercially reasonable to do so, to which it or any of its employees Subsidiaries is now or later becomes entitled that is necessary in the conduct of such Grantor’s business; Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) Grantors acknowledge and agree that the Lender Group shall have no duties with respect to any agreements Intellectual Property or arrangements Intellectual Property Licenses of any Grantor. Without limiting the generality of this Section 6(g)(iii), Grantors acknowledge and agree that no member of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but any member of the Lender Group may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) in accordance with the Credit Agreement, shall be for the sole account of Borrower and shall be chargeable to the Loan Account; (iv) Grantors shall have no duty to register with the U.S. Copyright Office any persons unregistered copyrights (whether in existence on the Closing Date or thereafter acquired, arising, or developed) unless (i) Borrower provides Agent with written notice of the applicable Grantor intent to register such copyrights not less than 30 days prior to the date of the proposed registration, and (ii) prior to such registration, the applicable Grantor execute and deliver to Agent an Copyright Security Agreement, or such other than documentation as Agent deems necessary in order to perfect and continue perfected Agent’s Liens on such copyrights following such registration; (v) On each date on which a Compliance Certificate is delivered by Borrower pursuant to Section 5.1 of the Company restricting Credit Agreement, each Grantor shall provide Agent with a written report of all new Patents or Trademarks that are registered or the Company's or any such employee's engagement in business activities subject of pending applications for registrations, and of all Intellectual Property Licenses that are material aspects to the conduct of such Grantor’s business, in each case, which were acquired, registered, or for which applications for registration were filed by any Grantor during the prior period and any statement of use or amendment to allege use with respect to intent-to-use trademark applications. In the case of such registrations or applications therefor, which were acquired by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Intellectual Property. In each of the Company's business foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such Patent and Trademark registrations and applications therefor (with the exception of Trademark applications filed on an intent-to-use basis for which no statement of use or amendment to allege use has been filed) and Intellectual Property Licenses as currently conducted being subject to the security interests created thereunder; (vi) Anything to the contrary in this Agreement notwithstanding, in no event shall any Grantor, either itself or through any agent, employee, licensee, or designee, file an application for the registration of any Copyright with the United States Copyright Office or any similar office or agency in another country without giving Agent written notice thereof at least three (3) Business Days prior to such filing and complying with Section 6(g)(i). Upon receipt from the United States Copyright Office of notice of registration of any Copyright, each Grantor shall promptly (but in no event later than three (3) Business Days following such receipt) notify (but without duplication of any notice required by Section 6(g)(vii) Agent of such registration by delivering, or causing to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright. If any Grantor acquires from any Person any Copyright registered with the United States Copyright Office or an application to register any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than three (3) Business Days following such acquisition) notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright. In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantor shall promptly (but in no event later than three (3) Business Days following such acquisition) file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as proposed a co-owner thereof, if such is the case) of such Copyrights; and Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to be conducted the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (vii) Each Grantor shall take, to the extent commercially reasonable, steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property that is necessary in the SEC Documentsconduct of such Grantor’s business, including, as applicable (A) protecting the secrecy and confidentiality of its confidential information and trade secrets by having and enforcing a policy requiring all current employees, consultants, licensees, vendors and contractors with access to such information to execute appropriate confidentiality agreements; (B) taking actions reasonably necessary to ensure that no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all software programs and applications of which it is the owner or licensee by having and enforcing a policy requiring any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use and non-disclosure restrictions. (viii) Each Grantor agrees to take all necessary steps, including making all necessary payments and filings in connection with registration, maintenance, and renewal of each Grantor’s Patents and Trademarks that are material to the conduct of each Grantor’s business.

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use 8.1 Proprietary Marks and Good Will. "Manufacturer's Proprietary Marks" ------------------------------- include all patent, copyrighttrademarks, trade secretnames, trademarkand logotype employed by Manufacturer and include, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (but are not limited to: i) the Company is granted rights in Intellectual Property or (name "VanishPoint", ii) the Company has granted rights letters "RT" surrounded by an oval; and iii) the graphic depiction of a needle surrounded by a spring. Marketer agrees that its use of Manufacturer's Proprietary Marks shall enure to others in Intellectual Property owned or licensed by the Company. (cbenefit of Manufacturer. Marketer hereby: i) The Company believes it has taken those steps required in accordance with sound business practice acknowledges the validity of Manufacturer's Proprietary Marks; ii) acknowledges that Manufacturer is the owner of Manufacturer's Proprietary Marks and commercially reasonable business judgment to establish and preserve its ownership of all material patentgoodwill associated with Manufacturer's Proprietary Marks or with the Products; iii) agrees not to acquire any interest in, copyrightinfringe upon, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Companycontest, the present business, activities and products of the Company do not infringe any intellectual property of or take any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified action to injure or to assist another to injure Manufacturer's rights in Manufacturer's Proprietary Marks; and iv) agrees that any proceeding charging interest which may be acquired by Marketer during the Company term of this Agreement or within one year thereafter in Manufacturer's Proprietary Marks or in goodwill associated with infringement of any adversely held Intellectual Property has been filed. To Manufacturer's Proprietary Marks or the Company's knowledgeProducts, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company whether in the conduct Territory or elsewhere, shall be acquired on behalf of its business as currently conducted and as proposed for the benefit of Manufacturer and shall be assigned to be conducted Manufacturer upon request at no charge. Marketer shall use Manufacturer's Proprietary Marks only in connection with Manufacturer's Products, and only during the SEC Documents, where such infringement would have a Material Adverse Effectterm of this Agreement. To Marketer shall seek to benefit from the knowledge goodwill associated with Manufacturer's Proprietary Marks or the Products only during the term of this Agreement and only within the Company, the Company is not making unauthorized use Territory. Marketer shall promptly report to Manufacturer any violation of any confidential information Manufacturer's rights in Manufacturer's Proprietary Marks or trade secrets goodwill of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentswhich Marketer becomes aware.

Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and as would not, individually or in the aggregate, have a Material Adverse Effect: (ai) To the Company and its subsidiaries own, have adequate rights to use, or can acquire on reasonable terms all patents, trademarks, service marks, trade names, 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 (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing) (collectively, “Intellectual Property”) used in or necessary for the conduct of their respective businesses as now conducted or as contemplated in the 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 entity; (iii) to the knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company and its subsidiaries is valid and enforceable; (iv) to the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business Intellectual Property of the Company and material 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 (collectivelyor any of its subsidiaries is contingent upon maintaining the confidentiality thereof, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights and to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where no such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledgedisclosed other than to employees, there exists no patent or patent application held by any other person which includes claims that would be infringed by representatives and agents of the Company in the conduct or any of its business as currently conducted and as proposed subsidiaries, all of whom are bound by written confidentiality agreements, (vi) there is no pending or, to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. 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 is not making unauthorized use or any of its subsidiaries, or (C) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property of any confidential information third party, (vii) to the knowledge of the Company, there is no pending or trade secrets threatened action, suit proceeding or claim by any third party challenging the validity, enforceability or scope of any person. Neither Intellectual Property exclusively licensed to the Company noror 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 of the Company and its subsidiaries and is in full force and effect, and none of the Company or any of its subsidiaries or, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or party to any such employee's engagement agreement, is in business activities that are material aspects default or breach under any terms of any such agreement and, to the knowledge of the Company's business as currently conducted , no event or as proposed to be conducted in the SEC Documentscircumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder.

Intellectual Property. (a) To the knowledge Section 3.20(a)(i) of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, Disclosure Schedule sets forth each material (i) registered trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in service ▇▇▇▇ and related application (the business of “Marks”) and (ii) internet domain name registration and related application (the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"“Domain Names”), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default in each case owned by the Company under or any material licenses or other material agreements under which (i) Subsidiary as of the date hereof. Neither the Company is granted rights in nor any Subsidiary owns any registration or application for registration of any Intellectual Property or (iiother than the Marks and the Domain Names. Section 3.20(a)(ii) of the Disclosure Schedule sets forth all material license agreements to which the Company has granted rights or any Subsidiary is a party with respect to others in any Marks or Domain Names as of the date hereof. The Intellectual Property owned or licensed by the Company. Company and its Subsidiaries (ccollectively, the “Company IP”) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To is sufficient for the knowledge continued conduct of the Company, the present business, activities and products respective businesses of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging and its Subsidiaries after the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company Closing in the conduct of its business same manner as currently such businesses were conducted and as proposed prior to be conducted the Closing in the SEC Documents, where such infringement would have a Material Adverse Effectall material respects. To the knowledge of the CompanySeller, the operation of the business of the Company is and its Subsidiaries does not making unauthorized use infringe, misappropriate, dilute or otherwise violate the Intellectual Property of any confidential information third party in any material respect. (b) Except as would not reasonably be expected to have, individually or trade secrets in the aggregate, a Material Adverse Effect (i) each ▇▇▇▇ and Domain Name listed in Section 3.20(a)(i) of any person. Neither the Disclosure Schedule (the “Transferred Marks and Domain Names”) is registered in the name of the Company noror one of its Subsidiaries, as indicated in Section 3.20(a)(i) of the Disclosure Schedule, none of the material Marks are abandoned and all of the material Marks are subsisting, (ii) as of the date hereof, to the knowledge of Seller, there is no infringement of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's Transferred Marks and Domain Names or any such employee's engagement in business activities that are material aspects other Company IP by any third party and (iii) to the knowledge of Seller, the continued use of the Company's business as currently conducted or as proposed to be conducted Transferred Marks and Domain Names in the SEC Documentsbusiness will not result in any infringement or dilution of the Intellectual Property rights of any third party in the United States and there is no claim as to any Transferred Marks and Domain Names registered in the foreign countries identified in Section 3.20(b) of the Disclosure Schedule.

Intellectual Property. (a) To The Company and its subsidiaries own or possess the knowledge of the Company, the Company has ownership of or license or legal valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ 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 currently conducted, and as proposed to be conducted and described in the General Disclosure Package and the Prospectus. 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 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 or its subsidiaries. To the Company’s Knowledge, 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 ▇▇▇▇, trade name, copyright, trade secret, trademark, customer lists, designs, manufacturing license in or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property right or franchise right of any other person, except where such infringement would not have a Material Adverse Effect. 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 been notified that any proceeding charging result in the Company with infringement loss or impairment of or payment of any adversely held Intellectual Property has been filed. To additional amounts with respect to, nor require the consent of any other person in respect of, the Company's knowledgeright to own, there exists no patent use, or patent application hold for use any of the Intellectual Property Rights as owned, used or held by any other person which includes claims that would be infringed by the Company for use in the conduct of its the business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsconducted.

Intellectual Property. (a) To Except as described in the knowledge of Registration Statement, General Disclosure Package and the CompanyProspectus, the Company has ownership of or license its subsidiaries own or legal possess the lawful right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ 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 currently conducted, and as proposed to be conducted and described in the General Disclosure Package and the Prospectus. 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 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 or its subsidiaries. To the Company’s Knowledge, 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 ▇▇▇▇, trade name, copyright, trade secret, trademark, customer lists, designs, manufacturing license in or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property right or franchise right of any other person, except where such infringement would not have a Material Adverse Effect. 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 been notified that any proceeding charging result in the Company with infringement loss or impairment of or payment of any adversely held Intellectual Property has been filed. To additional amounts with respect to, nor require the Company's knowledge, there exists no patent or patent application held by consent of any other person which includes claims that would be infringed by in respect of, the Company Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of its the business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsconducted.

Intellectual Property. The Company and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (aincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) To necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future as described in the SEC Reports and, to the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has ownership of in any material respect infringed, misappropriated, conflicted with or license otherwise violated, or legal right to use all patentis currently infringing, copyrightmisappropriating, trade secretconflicting with or otherwise violating, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business and none of the Company and material to the Company (collectivelyor its subsidiaries have received any heretofore unresolved communication or notice of infringement of, "INTELLECTUAL PROPERTY")misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity, other than as described in the SEC Reports and except as would not, singly or in the aggregate have a Material Adverse Effect. As of the Effective Date, neither the Company nor any of its subsidiaries has received any written communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other personperson or entity, except where such infringement as would not not, singly or in the aggregate have a Material Adverse Effect. The Company has not been notified that any proceeding charging knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person its subsidiaries which includes claims that would reasonably be infringed by the Company expected to result in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To The Company and its subsidiaries have taken reasonable steps necessary to secure their interests in such material Intellectual Property from their employees and contractors and to protect the knowledge confidentiality of all of their confidential information and trade secrets. None of the Company, Intellectual Property employed by the Company or its subsidiaries has been obtained or is not making unauthorized use being used by the Company or its subsidiaries in violation of any confidential information or trade secrets of any person. Neither contractual obligation binding on the Company noror any of its subsidiaries or, to the knowledge of the Company, any of its employees their respective officers, directors or employees, except as would not reasonably be expected, singly or in the aggregate, to have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business a Material Adverse Effect. Except as currently conducted or as proposed to be conducted disclosed in the SEC DocumentsReports, 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 would not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property.

Intellectual Property. (a) To the knowledge of the CompanyThe Company and its subsidiaries own, the Company has ownership of or have a valid license or legal right to use or otherwise take advantage of, all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse EffectProperty. 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 is not making unauthorized use and/or any subsidiary infringes or otherwise violates the rights of any confidential information or trade secrets of any person. Neither the Company noranyone, and, to the knowledge of the Company, the 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 owned 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 similar basis. The Company has provided Parent with true and correct copies of all contracts relating to Intellectual Property to which the Company and/or any of its employees have subsidiaries is a party. As used herein, “Intellectual Property“ includes all patents, copyrights, trade secrets, trademarks, trade names, service marks (including any agreements applications for, and registrations of any of the foregoing), ideas, concepts, discoveries, know-how, technology, inventions, improvements, modifications, techniques, processes, methods, operations, products, services, models, prototypes, logos, styles, designs (whether the design is ornamental or arrangements with any persons otherwise), computer programs and related documentation, other than works of authorship, mask works and the like that are subject to patent, copyright, trade secret, trademark or other intellectual property protection, and are used in, material to or necessary for the conduct of the business of the Company restricting and/or its subsidiaries as conducted on the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsdate hereof.

Intellectual Property. (a) To the knowledge of the Company, the The Company has ownership of or license or legal right to use all patentpatents, copyrightcopyrights, trade secretsecrets, trademarkknow-how, trademarks, trade names, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company or its subsidiaries (collectively “Intellectual Property”). All of such patents, registered trademarks and material to registered copyrights have been duly registered in, filed in or issued by the Company (collectivelyUnited States Patent and Trademark Office, "INTELLECTUAL PROPERTY"), the United States Register of Copyrights or the corresponding offices of other than Intellectual Property generally available on commercial terms from other sourcesjurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those all reasonable steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its and its subsidiaries’ ownership of all material patent, copyright, trade secret and other proprietary rights Intellectual Property with respect to its their products and technology. To the knowledge of the Company, there is no infringement of the Intellectual Property by any third party. (dc) To the knowledge of the Company, the present business, activities and products of the Company and its subsidiaries do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any No proceeding charging the Company or its subsidiaries with infringement of any adversely held Intellectual Property has been filed. To filed and the Company is unaware of any facts which are reasonably likely to form a basis for any such proceeding. (d) No proceedings have been instituted or pending or, to the knowledge of the Company's knowledge, there exists no patent threatened, which challenge the rights of the Company or patent application held by any other person which includes claims that would be infringed its subsidiaries to the use of the Intellectual Property. The Intellectual Property owned by the Company in the conduct of and its business as currently conducted subsidiaries, and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part. There is no pending or, to the knowledge of the Company, threatened proceeding by others challenging the validity or scope of any such Intellectual Property, and the Company is not unaware of any facts which are reasonably likely to form a basis for any such claim. Each of the Company and its subsidiaries has the right to use, free and clear of material claims or rights of other persons, all of its customer lists, designs, computer software, systems, data compilations, and other information that are required for its products or its business as presently conducted. Neither the Company nor its subsidiaries is making unauthorized use of any confidential information or trade secrets of any person. Neither . (e) The activities of any of the employees on behalf of the Company nor, to the knowledge of the Company, any or of its employees have subsidiaries do not violate any agreements or arrangements with any persons other than the Company restricting the Company's between such employees and third parties are related to confidential information or trade secrets of third parties or that restrict any such employee's ’s engagement in business activities that are material aspects activity of any nature. Each former and current employee or consultant of the Company's business Company or its subsidiaries is a party to a written contract with the Company or its subsidiaries that assigns to the Company or its subsidiaries all rights to all inventions, improvements, discoveries and information relating to the Company or its subsidiaries, except for any failure to so do as currently conducted would not reasonably be expected to result in a Material Adverse Effect. (f) All licenses or as proposed other agreements under which (i) the Company or its subsidiaries employs rights in Intellectual Property, or (ii) the Company or its subsidiaries has granted rights to be conducted others in Intellectual Property owned or licensed by the SEC DocumentsCompany or its subsidiaries are in full force and effect, and there is no default (and there exists no condition which, with the passage of time or otherwise, would constitute a default by the Company or such subsidiary) by the Company or its subsidiaries with respect thereto.

Intellectual Property. (a) To Except for specific matters described in the knowledge of General Disclosure Package and the CompanyFinal Prospectus, the Company has ownership of and its subsidiaries own, possess or license or legal right can acquire on reasonable terms, sufficient rights to use use, all patenttrademarks, copyrightservice marks, trade secretnames (including all goodwill associated with the foregoing), trademarkpatent rights, customer listscopyrights, designsdomain names, manufacturing or licenses, approvals, trade secrets, inventions, technology, know-how and other processesintellectual property and similar rights, computer softwareincluding registrations and applications for registration thereof (collectively, systems, data compilation, research results or other proprietary rights used in the business of the Company and “Intellectual Property Rights”) material to the conduct of the business now conducted or proposed in the General Disclosure Package or the Final Prospectus to be conducted by them. The Company (collectivelyhas 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, "INTELLECTUAL PROPERTY"), other than misappropriated or otherwise violated the Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property Rights of any other person, except where such infringement would not third party in a manner that could reasonably be expected to have a Material Adverse Effect. The Company has not been notified that Neither the manufacture of, nor the use or sale of, any proceeding charging of the Company with infringement product candidates described in the General Disclosure Package and the Final Prospectus, would, to the Company’s knowledge, materially infringe or otherwise materially violate the Intellectual Property Rights of any adversely held Intellectual Property has been filedthird party. To the Company's knowledgeExcept as would not, there exists no patent individually or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed aggregate, reasonably be expected to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge , (i) there are no rights of third parties to any of the Company, Intellectual Property Rights owned or purported to be owned by the Company or its subsidiaries, (ii) to the Company’s knowledge, there is not making unauthorized use no infringement, misappropriation, breach, default or other violation, or the occurrence of any confidential information event that with notice or trade secrets the passage of time would constitute any of the foregoing, by any third party of any person. Neither of the Intellectual Property Rights of the Company noror any of its subsidiaries, (iii) none of the Intellectual Property Rights used or held for use by the Company 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, (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 knowledge 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 pending or threatened action, suit, proceeding or claim by any third party (x) challenging the Company’s or any of its subsidiaries’ rights in or to, or alleging the violation of any of the Companyterms of, any of their Intellectual Property Rights, (y) challenging the validity, enforceability or scope of any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its employees have subsidiaries, or (z) alleging that the Company or any agreements of its subsidiaries has infringed, misappropriated or arrangements otherwise violated or conflicted with any persons other than the Company restricting the Company's or Intellectual Property Rights of any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsthird party.

Intellectual Property. (ai) To The Company and its subsidiaries own or have a valid and enforceable license to use all trademarks, service marks, trade names, patents, Internet domains and copyrights (including any registrations or applications for registration of any of the foregoing) (collectively, "Company Intellectual Property"), in each case, free and clear of any material Liens or other material limitations or restrictions (including any settlements, agreements, consents or judgments), necessary to carry on its business substantially as currently conducted, and the consummation of the Merger and the other transactions contemplated hereby will not result in the loss of any such rights (or require the payment of any material additional fees or royalties in order to maintain such rights). Section 3.1(q) of the Company Disclosure Schedule sets forth a true and correct list of all of the material Company Intellectual Property and indicates those items which the Company owns (distinguishing between exclusive and non-exclusive ownership and indicating any licenses granted to other persons) or has the exclusive right to use or license. Neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with and, to the knowledge of the Company, the Company has ownership there are no infringements of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary conflicts with the rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of use of, or the Companyrights by others with respect to, the present business, activities and products of the any Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse EffectProperty. To the knowledge of the Company, no third party is infringing or otherwise violating any Intellectual Property owned by the Company is not making unauthorized or by any of its subsidiaries. (ii) The Company and its subsidiaries own or have a valid and enforceable license to use all computer and telecommunication software including source and object code and documentation and any other media (including, without limitation, manuals, journals and reference books) (in each case, free and clear of any confidential information material Liens or trade secrets other material limitations or restrictions) (collectively, "Company Software") necessary to carry on its business substantially as currently conducted and the other transactions contemplated hereby will not result in the loss of any personsuch rights (or require the payment of any material additional fees or royalties in order to maintain such rights). Neither the Company nornor any of its subsidiaries has received any notice of infringement of or conflict with and, to the knowledge Company's knowledge, there are no infringements of or conflicts with the Companyrights of others with respect to the use of, or the rights by others with respect to, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsSoftware.

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business Each of the Company and material its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to the Company grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, "INTELLECTUAL PROPERTYIntangibles"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in necessary for the conduct of its business as currently now being conducted and as proposed presently contemplated to be conducted in the SEC Documents, where such infringement would have future. Section 3(l) of the Disclosure Schedule sets forth a Material Adverse Effectlist of all Intangibles owned and/or used by the Company in its business. To the knowledge of the CompanyCompany and its Subsidiaries, neither the Company nor any Subsidiary of the Company infringes or is not making unauthorized use in conflict with any right of any confidential information or trade secrets of other person with respect to any personthird party Intangibles. Neither the Company nor, to the knowledge of the Company, nor any of its employees have Subsidiaries has received written notice of any agreements pending conflict with or arrangements with any persons other than infringement upon such third party Intangibles. Neither the Company restricting nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to s▇▇ or settlement agreement with respect to the validity of the Company's or its Subsidiaries' ownership of or right to use its Intangibles and there is no reasonable basis for any such employee's engagement 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 applications therefor are pending and in business activities that are good standing. The Company and its Subsidiaries have complied, in all material aspects respects, with their respective contractual obligations relating to the protection of the Company's business as currently conducted Intangibles used pursuant to licenses. No person is infringing on or as proposed to be conducted in violating the SEC DocumentsIntangibles owned or used by the Company or its Subsidiaries.

Intellectual Property. (ai) To The Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ 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 as currently conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of the Company, the Company has ownership conduct of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business respective businesses of the Company and material to its subsidiaries as currently conducted and as described in the Company (collectivelyRegistration Statement, "INTELLECTUAL PROPERTY"), other than the Pricing Disclosure Package and the Prospectus have not and do not infringe or misappropriate any Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under rights of any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or third party, and, (ii) the Company has granted and its subsidiaries have not received any notice of any infringement of, or conflict with, asserted rights to of others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To any Intellectual Property which, individually or in the knowledge aggregate, if the subject of the Companyan unfavorable decision, the present businessruling or finding, activities and products of would result in a Material Adverse Effect to the Company do not infringe any intellectual property of any other personand its subsidiaries, except where such infringement taken as a whole. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company has not been notified that any proceeding charging Effect on the Company with infringement of any adversely held and its subsidiaries, taken as a whole, (x) except as described in the Registration Statement, Pricing Disclosure Package, or the Prospectus, all Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed owned by the Company or its subsidiaries is owned free and clear of all liens, encumbrances and other similar restrictions (other than non-exclusive licenses granted to third parties in the conduct ordinary course of business consistent with past practice) and is owned solely by the Company or its business as currently conducted subsidiaries; and as proposed (y) no Intellectual Property owned by the Company or its subsidiaries has been found to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effectinvalid 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 Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than subsidiaries; and (z) the Company restricting and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the Company's confidentiality of all trade secrets, the value of which to the Company or any such employee's engagement in business activities that are material aspects of its subsidiaries is contingent upon maintaining the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsconfidentiality thereof.

Intellectual Property. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries has, or has rights to use or own or possess, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (a) collectively, the “Intellectual Property Rights”). To the knowledge of the Company, neither the Company has ownership nor any subsidiary is now infringing, and upon further development or commercialization, will not infringe, any valid claim of any issued patents, copyrights or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business trademarks of others. Neither the Company and material to nor any subsidiary has received a notice (written or otherwise) that any of, the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership date of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other personthis Agreement, except where such infringement action would not reasonably be expected to have a Material Adverse Effect. The Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, the Company has not been notified 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 knowledge that any proceeding charging the Company with infringement Company’s or its subsidiaries’ 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 adversely held Intellectual Property has been filed. To the Company's knowledgePerson, there exists no patent except as could not have or patent application held by any other person which includes claims that would reasonably be infringed by the Company in the conduct of its business as currently conducted and as proposed expected to be conducted in the SEC Documents, where such infringement would not have a Material Adverse Effect. To the knowledge of the Company, the Company all such Intellectual Property Rights are enforceable and there is not making unauthorized use no existing infringement by another Person of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the CompanyIntellectual Property Rights. The Company and each subsidiary has taken reasonable security measures to protect the secrecy, any confidentiality and value of its employees have any agreements all of their intellectual properties, except where failure to do so could not, individually or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsaggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. (a) To 2.34.1 Except as set forth in the knowledge of the CompanyRegistration Statement, the Pricing Prospectus and the Prospectus, (i) the Company has ownership of and its Subsidiaries own or license or legal have the right to use pursuant to license, sublicense, agreement or permission, all patentpatents, copyrighttrademarks, service marks, patent applications, trade secretnames, trademarkcopyrights, customer liststrade secrets, designsdomain names, manufacturing or other processesinformation, computer software, systems, data compilation, research results or other proprietary rights used in and processes (“Intellectual Property”) that are necessary for the conduct of the business of the Company and material its Subsidiaries now operated by them, or as proposed to be operated by them, as described in the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the CompanyRegistration Statement, the present business, activities Pricing Prospectus and products of the Company do not infringe any intellectual property of any other personProspectus, except where for such infringement failure to own or have the right to use as would not have a Material Adverse Effect. The , without any material conflict with or infringement of the interests of others, and the Company and its Subsidiaries have taken all 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 not been notified that no knowledge of any proceeding charging infringement by any third party of any Intellectual Property of the Company with infringement and its Subsidiaries, (iii) the Company is not a party to outstanding options, licenses or agreements of any adversely held 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 filedlicensed 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 fiduciary material obligation binding on the Company and its Subsidiaries or any of its or their directors or executive officers, or any of its or their employees, or otherwise in violation of the rights of any third party, (vi) neither the Company nor any of its Subsidiaries has received any written or, to the Company’s knowledge, oral communications alleging that the Company or its Subsidiaries has violated, infringed or conflicted with, or, by conducting its business as set forth in the Registration Statement, the Pricing Prospectus and the Prospectus (including the commercialization of products or services under development), violates, infringes or conflicts with any of the Intellectual Property of any other person or entity or engages in unfair competition or trade practice, and the Company 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 extent required to do so by contract or under law, the confidential information of third parties in their possession. 2.34.2 The Company and its Subsidiaries, where applicable, have properly filed or caused to be filed with applicable Israeli, U.S. and other foreign and international patent authorities (the “Patent Authorities”) all patent applications owned or purported to be owned by the Company and its Subsidiaries (the “Company Patent Applications”), and have not allowed any issued patent of the Company or its Subsidiaries to lapse or enter the public domain. To the Company's ’s knowledge, there exists (i) no patent material misrepresentation was made to, or patent application held by material fact withheld from, any other person which includes claims that would be infringed by Patent Authorities during any prosecution of any Company Patent Applications, (ii) except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, neither the Company nor its Subsidiaries has knowledge of any fact which would preclude the patentability, validity or enforceability of any patents and patent applications in the conduct Intellectual Property of the Company and its business Subsidiaries, (iii) neither the Company nor its Subsidiaries has knowledge of any information which would preclude the Company, its Subsidiaries or, as currently conducted applicable, its licensors from having clear title to the patents and as proposed to be conducted patent applications in the SEC DocumentsIntellectual Property of the Company and its Subsidiaries, where such infringement and (iv) except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, all assignments for all patents and/or patent applications in the Intellectual Property of the Company and its Subsidiaries have been properly executed and/or submitted for recordation for each named inventor, except in the case of each of clauses (i) through (iv) above as would not have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. 2.1. Subject to the provisions of Section 1 (a), (b) To and (c) of this Agreement, all Confidential and Proprietary Information and Company Materials and all right, title and interest in and to any patents, patent rights, copyrights, trademark rights, mask work rights, trade secret rights, and all other intellectual and industrial property and proprietary rights that currently exist or may exist in the knowledge future anywhere in the world in connection with, or related to such Confidential and Proprietary Information or Company Materials (collectively the “Rights”) shall be the sole property of the Company, . I hereby assign to the Company has ownership any Rights I may have (to the extent not previously transferred to the Company) or hereafter acquire in such Confidential and Proprietary Information and Company Materials. 2.2. At all times, both during my employment with the Company and after its termination, I will keep in confidence and trust and will not use or disclose, directly or indirectly, in whole or in part, any Confidential and Proprietary Information, Company Materials or anything relating to it without the prior written consent of an executive officer of the Company except as may be necessary and appropriate in the ordinary course of performing my duties to the Company. The disclosure restrictions of this Agreement shall not apply to any information that I can document that is generally known to the public through no fault of mine. 2.3. Notwithstanding the foregoing, as may be required to comply with legal process, I may disclose Confidential and Proprietary Information and/or Company Materials in response to a valid subpoena or license request for production of documents issued by a court or legal right governmental agency having jurisdiction over me and any Confidential and Proprietary Information and/or Company Materials, provided that I give prompt notice to the Company of any such subpoena or request served on me, cooperate with the Company and its counsel with seeking a protective order over any such requested Confidential and Proprietary Information and/or Company Materials, and limit any required disclosure to the Confidential and Proprietary Information and/or Company Materials specifically required by the requesting judicial or governmental agency. 2.4. Nothing contained herein will prohibit an employee from disclosing to anyone the amount of his or her wages. 2.5. I agree that during my employment or service with the Company, I will not remove any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as provided in Section 2.3 above, or as necessary or appropriate in connection with performing the duties of my employment with the Company. I further agree that, immediately upon the termination of my employment by me or by the Company for any reason, or for no reason, or during my employment if so requested by the Company, I will return all Confidential and Proprietary Information, Company Materials, apparatus, equipment and other physical property, or any reproduction of such property, excepting only (i) my personal copies of records relating to my compensation; (ii) my personal copies of any materials previously distributed generally to stockholders of the Company; and (iii) my copy of this Agreement. 2.6. I understand that nothing in this Agreement limits or impedes me from communicating with the Securities and Exchange Commission (“SEC”) about possible securities law violations or alleged facts relating to such violations. Employer will not enforce or threaten to enforce this Agreement as to direct communications between me and the SEC. 2.7. I understand that federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions: • Where the disclosure is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or • Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. See 18 U.S.C. § 1833(b)(1)). Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use all patentthe trade secret information in the court proceeding, copyright, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material except pursuant to the Company (collectively, "INTELLECTUAL PROPERTY"court order. See 18 U.S.C. § 1833(b)(2), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. (a) To The Patents, pending Patent applications, registered Marks, pending applications for registration of Marks and registered Copyrights owned by the knowledge Company or any of its Subsidiaries are referred to collectively as the “Company Registered Intellectual Property”, all of which are set forth in Section 3.16(a) of the CompanyCompany Disclosure Schedule. No material registrations or applications for Company Registered Intellectual Property have expired or been cancelled or abandoned except in accordance with the expiration of the term of such rights, except as would not reasonably be expected to have, individually or in the aggregate, a Company has ownership Material Adverse Effect. (b) The Company and its Subsidiaries own all right, title, and interest, free and clear of all Liens (except for Company Permitted Liens) to, or license or legal otherwise have a valid and enforceable right to use use, all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing Intellectual Property necessary for or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the conduct of the business of the Company and its Subsidiaries as currently conducted, except as would not reasonably be expected to have, individually or in the aggregate a Company Material Adverse Effect. (i) To the Company’s knowledge, the conduct of the business of the Company and its Subsidiaries does not infringe, violate or constitute misappropriation of any material Intellectual Property of any third Person in any material respect, (ii) to the Company’s knowledge, as of the date hereof, no third Person is infringing, violating, or misappropriating, in any material respect, any material Intellectual Property owned by the Company or its Subsidiaries and (iii) as of the date hereof, there is no pending claim or asserted claim in writing (including any “cease and desist” letters and invitations to license) asserting that the Company or any Subsidiary has infringed, violated or misappropriated, in any material respect, or is infringing, violating or misappropriating, in any material respect, any material Intellectual Property rights of any third Person. (d) Except as would not be material to the Company (collectivelyand its Subsidiaries taken as a whole, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property and its Subsidiaries have implemented (A) commercially reasonable measures to protect the confidentiality, integrity and security of the Company’s and its Subsidiaries’ material Trade Secrets, Company software and other material Company IT Assets (and the information and transactions stored or contained therein or transmitted thereby); and (B) commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures, as well as a commercially reasonable business continuity plan; and (ii) the Company has granted rights to others in Intellectual Property owned or licensed IT Assets used by the CompanyCompany and its Subsidiaries perform the functions necessary to carry on the conduct of their respective businesses. (ce) The Except as would not reasonably be expected to have, individually or in the aggregate, a Company believes it has Material Adverse Effect, (i) the Company and its Subsidiaries have taken those steps required in accordance with sound business practice all customary and commercially reasonable business judgment measures to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To protect the knowledge confidentiality of the Company, the present business, activities and products material Trade Secrets of the Company do not infringe and its Subsidiaries and third party confidential information provided to the Company or any intellectual property of its Subsidiaries that the Company or such Subsidiary is obligated to maintain in confidence; (ii) the Company and its Subsidiaries comply in all material respects with their internal policies and procedures and with the Payment Card Industry Data Security Standard and any other personlegally binding credit card company and other legal requirements, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging to the extent applicable, relating to privacy, data protection, and the collection, retention, protection and use of Sensitive Data and personal information collected, used, or held for use by (or on behalf of) the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, and its Subsidiaries; (iii) there exists are no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norpending or, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than threatened against the Company restricting or its Subsidiaries alleging a violation of any third Person’s privacy or personal information or data rights; and (iv) since January 1, 2015, to the Company's ’s knowledge, there has been no unauthorized access, unauthorized acquisition or disclosure, or any such employee's engagement in business activities that are material aspects loss or theft, of Sensitive Data of the Company's business as currently conducted , its Subsidiaries or as proposed to be conducted its customers while such Sensitive Data is in the SEC Documentspossession or control of the Company, its Subsidiaries or third-party vendors. (f) The Company has a policy or practice of obtaining, to the extent legally permissible, from each employee, consultant or independent contractor of the Company and its Subsidiaries who are involved in, or who contribute to, the creation or development of any of the Company’s Intellectual Property, an agreement providing for the assignment of all Intellectual Property rights arising therefrom to the Company or one of its Subsidiaries, and to the Company’s knowledge, the Company has complied with such policy and practice in all material respects.

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patentowns or possesses, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company noror, to the knowledge of the Company, can acquire on reasonable terms, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business as now operated by it, and as proposed to be operated in the future (including upon the commercialization of products or services described in the Registration Statement, the General Disclosure Package or the Prospectus as under development), and the conduct of its business does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company has not received any notice of any claim, and is not otherwise aware, of any infringement, misappropriation, or conflict with any intellectual property rights of another and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. The Company has not received any notice of any claim, and is not otherwise aware, of any facts or circumstances which would render any Intellectual Property of the Company invalid or inadequate to protect the interest of the Company, in each case that would cause a Material Adverse Effect. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property of the Company, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (“Disclosure Documents”) as owned by or licensed to the Company; and (ii) there is no infringement by third parties of any such Intellectual Property owned by or licensed to the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property of the Company, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property of the Company, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any Intellectual Property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property disclosed in the Disclosure Documents as owned by or licensed to the Company. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with its employees, and no employee of the Company is in or has been in violation 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, except as such violation would not result in a Material Adverse Effect. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property owned by or licensed to the Company has been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its respective officers, directors or employees have or otherwise in violation of the rights of any agreements or arrangements with any persons other than persons. The product candidates described in the Disclosure Documents as under development by the Company restricting fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company. 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 such employee's engagement of the Intellectual Property Rights as owned, used or held for use in the conduct of the business activities that are material aspects as currently conducted. With respect to the use of the software in the Company's business as it is currently conducted conducted, the Company has not experienced any material defects in such software including any material error or as proposed 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 conducted 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 SEC Documentsconduct of the Company's business. To the Company’s knowledge, 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, except where any such breach or violation would not result in a Material Adverse Effect. 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 are material to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company.

Intellectual Property. (ai) To the knowledge of the Company, The Company and the Company has ownership Subsidiaries own (free and clear of any Liens (other than Permitted Liens), exclusive licenses or non-exclusive licenses not granted in the ordinary course of business) or have a valid license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights Intellectual Property used in the or necessary to carry on their business of the Company as currently conducted, and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than ii) such Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which 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 is granted Subsidiaries’ use of, or rights in to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property or (ii) 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 granted received any notice of infringement or misappropriation of, or any conflict with, the rights to of others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products any Intellectual Property, and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe no reasonable basis exists for any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filedclaim. To the Company's ’s knowledge, there exists no patent third party has infringed, misappropriated or patent application held by any other person which includes claims that would be infringed by otherwise violated the Intellectual Property rights of the Company in or the conduct of its business as currently conducted and as proposed Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to be conducted in the SEC DocumentsCompany’s knowledge, where such threatened against the Company or any Company Subsidiary concerning the ownership, validity, registerability, enforceability, infringement would have a Material Adverse Effector use of, or licensed right to use, any Intellectual Property. To the knowledge of the Company, none of the Company is not making unauthorized use or any of any confidential information or trade secrets of any person. Neither the Company nor, Subsidiaries is using or enforcing any Intellectual Property owned by or licensed to the knowledge Company or any 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 Company Subsidiaries has taken commercially reasonable measures to protect the Intellectual Property owned by or licensed to the Company or any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsSubsidiaries.

Intellectual Property. (a) To the knowledge Except for matters which are not reasonably likely to have a Material Adverse Effect, (i) each of the Company, the Company and its Subsidiaries has ownership of of, or a license or other legal right to use use, all patentpatents, copyrightcopyrights, trade secretsecrets, trademarktrademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company or its Subsidiaries (collectively, "INTELLECTUAL PROPERTY"), other than “Intellectual Property”) and (ii) all of the Intellectual Property generally available on commercial terms from owned by the Company or its Subsidiaries consisting of patents, registered trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other sourcesjurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and/or such other jurisdictions. (b) There is no material default by the Company under any Except for matters which are not reasonably likely to have a Material Adverse Effect, all material licenses or other material agreements under which (i) the Company is granted or any of its Subsidiaries employs rights in Intellectual Property Property, or (ii) the Company or any of its Subsidiaries has granted rights to others in Intellectual Property owned or licensed by the CompanyCompany or any of its Subsidiaries, are in full force and effect, and there is no default by the Company or any of its Subsidiaries with respect thereto. (c) The Company believes that it has taken those all steps reasonably required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its the Company’s ownership of all material patent, copyright, trade secret and other proprietary rights with respect to Intellectual Property owned by the Company or its products and technologySubsidiaries. (d) To Except for matters which are not reasonably likely to have a Material Adverse Effect, to the knowledge of the Company, (i) the present business, activities and products of the Company and its Subsidiaries do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging ; (ii) neither the Company with infringement of nor any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company Subsidiaries is not making unauthorized use of any confidential information or trade secrets of any person. Neither ; and (iii) the activities of any of the employees on behalf of the Company noror any of its Subsidiaries do not violate any agreements or arrangements related to confidential information or trade secrets of persons other than the Company or its Subsidiaries or restricting any such employee’s engagement in business activities of any nature. (e) No proceedings are pending, or to the knowledge of the Company, threatened, which challenge the rights of the Company or any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement Subsidiaries in business activities that are material aspects respect of the Company's business as currently conducted ’s or as proposed any of its Subsidiaries’ right to be conducted in the SEC Documentsuse of the Intellectual Property, except for matters which are not reasonably likely to have a Material Adverse Effect.

Intellectual Property. The Company and its subsidiaries own, possess or can acquire on reasonable terms adequate rights to use all patents, patent applications, inventions, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names, copyrights, licenses and know-how (aincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses currently conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, “Intellectual Property”), and the conduct of their respective businesses does not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any such rights of others. To the knowledge of the Company, there are no valid and enforceable rights of third parties to the Intellectual Property that are infringed by the business currently conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus, by the Company and its subsidiaries. The Company has ownership no knowledge of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing any infringement by any third party of any of the Intellectual Property or other processes, computer software, systems, data compilation, research results or other proprietary similar rights used in the business of the Company or any of its subsidiaries. Except as described in the Registration Statement, the General Disclosure Package and material to the Company (collectivelyProspectus, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights not aware of outstanding options, licenses or agreements of any kind relating to the Intellectual Property which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property or (ii) other similar rights of any other person or entity which are required to be described in the Company has granted rights to others in Registration Statement, the General Disclosure Package and the Prospectus. All Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice or its subsidiaries is free and commercially reasonable business judgment to establish and preserve its ownership clear of all material patentliens, copyrightencumbrances, trade secret and defects or other proprietary rights with respect to its products and technology. restrictions (d) To other than non-exclusive licenses granted in the knowledge ordinary course of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person), except where such infringement those that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company has and its subsidiaries are not been notified that subject to any proceeding charging the Company with infringement judgment, order, writ, injunction or decree of any adversely held 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 use of any Intellectual Property has been filed. To the Company's knowledgeProperty, there exists no patent or patent application held by any other person which includes claims except those that would not reasonably be infringed by the Company expected, individually or in the conduct of its business as currently conducted and as proposed aggregate, to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To The Company and its subsidiaries have taken reasonable and customary actions to protect their rights in and prevent the knowledge unauthorized dissemination or publication of their material confidential information and trade secrets, protect any material confidential information provided to them by any other person, and obtain ownership of all material works of authorship and inventions made by its employees, consultants and contractors and which relate to the business of the CompanyCompany and its subsidiaries currently conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus. The Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, and its subsidiaries have taken all reasonable steps necessary to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted secure interests in the SEC DocumentsIntellectual Property from their employees, consultants, agents and contractors.

Intellectual Property. (a) The Company owns, is licensed or otherwise possesses legally enforceable rights to use, license and exploit all issued patents, copyrights, trademarks, service marks, trade names, trade secrets, and registered domain names and all applications for registration therefor (collectively, the “Intellectual Property Rights”) and all computer programs and other computer software, databases, know-how, proprietary technology, formulae, and development tools, together with all goodwill related to any of the foregoing (collectively, the “Intellectual Property”), in each case as is necessary to conduct tits business as presently conducted, the absence of which would be considered reasonably likely to result in a Company Material Adverse Effect. (b) Section 2.29(b) of the Company Disclosure Schedule sets forth, with respect to all issued patents and all registered copyrights, trademarks, service marks and domain names registered with any Governmental Entity by the Company or for which an application for registration has been filed with any Governmental Entity by the Company, (i) the registration or application number, the date filed and the title, if applicable, of the registration or application and (ii) the names of the jurisdictions covered by the applicable registration or application. Section 2.29(b) of the Company Disclosure Schedule identifies each agreement currently in effect containing any ongoing royalty or payment obligations of the Company in excess of $25,000 per annum with respect to Intellectual Property Rights and Intellectual Property that are licensed or otherwise made available to the Company. (c) Except as set forth on Section 2.29(c) of the Company Disclosure Schedule, all Intellectual Property Rights of the Company that have been registered by them with any Governmental Entity are valid and subsisting, except as would not reasonably be expected to have a Company Material Adverse Effect. As of the Effective Date, in connection with such registered Intellectual Property Rights, all necessary registration, maintenance and renewal fees will have been paid and all necessary documents and certificates will have been filed with the relevant Governmental Entities. (d) The Company will not, nor will as a result of the consummation of the Share Exchange or other transactions contemplated by this Agreement be, in breach in any material respect of any license, sublicense or other agreement relating to the Intellectual Property Rights of the Company, or any licenses, sublicenses or other agreements as to which the Company is a party and pursuant to which the Company uses any patents, copyrights (including software), trademarks or other intellectual property rights of or owned by third parties (the “Third Party Intellectual Property Rights”), the breach of which would be reasonably likely to result in a Company Material Adverse Effect. (e) Except as set forth on Section 2.29(e) of the Company Disclosure Schedule, the Company has not been named as a defendant in any suit, action or proceeding which involves a claim of infringement or misappropriation of any Third Party Intellectual Property Right and the Company has not received any notice or other communication (in writing or otherwise) of any actual or alleged infringement, misappropriation or unlawful or unauthorized use of any Third Party Intellectual Property Right. With respect to its product candidates and products in research or development, after the same are marketed, the Company will not, to its knowledge, infringe any Third Party Intellectual Property Rights in any material manner. (f) To the knowledge of the Company, except as set forth on Section 2.29(f) of the Company Disclosure Schedule, no other person is infringing, misappropriating or making any unlawful or unauthorized use of any Intellectual Property Rights of the Company in a manner that has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in a material impact on the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present businessexcept for such infringement, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement misappropriation or unlawful or unauthorized use as would not be reasonably expected to have a Company Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. (a) Section 3.21(a) of the Company Disclosure Schedule sets forth a list of all patents, patent applications, registered copyrights, registered marks (including trademarks and service marks, to the extent registered) and applications to register marks, in each case that are owned by the Company or the Company Subsidiaries (collectively, the “Registered Intellectual Property”). The Company or any Company Subsidiary is the sole and exclusive owner of the Registered Intellectual Property. To the knowledge Company’s Knowledge, no item of material Registered Intellectual Property is being misappropriated, violated, or infringed in any manner materially adverse to the Company or any of the Company Subsidiaries by any third party. (b) Section 3.21(b) of the Company Disclosure Schedule sets forth a list of all unregistered trademarks, service marks and trade names that are used in the conduct of the business of the Company and its Subsidiaries (“Unregistered Marks”). The Company and the Company Subsidiaries have all Intellectual Property Rights necessary to use the Unregistered Marks in the business of the Company and its Subsidiaries. To the Company’s Knowledge, no Unregistered Marks are being misappropriated, violated, or infringed in any manner materially adverse to the Company or any of the Company Subsidiaries by any third party. (c) Section 3.21(c) of the Company Disclosure Schedule sets forth a list of all domain names owned or used by the Company and its Subsidiaries in the conduct of the business of the Company and its Subsidiaries (“Domain Names”). To the Company’s Knowledge, all Domain Names are currently properly registered with the appropriate registration authorities, all registration fees for the Domain Names are fully paid and current, and no claims are pending or, to the Company’s Knowledge, threatened, that would or might affect the Company’s or its Subsidiaries’ continued use and ownership of the Domain Names. (d) (i) The Company and Company Subsidiaries own or have a valid and enforceable right or license to all material Intellectual Property and all Intellectual Property Rights therein used in the conduct of the business of the Company and its Subsidiaries as currently conducted (the “Company Intellectual Property”), (ii) no claims are pending or, to the Company’s Knowledge, threatened, alleging that the Company or any of the Company Subsidiaries is or was violating, misappropriating or infringing the rights of any Person with regard to any Intellectual Property Rights and to the Company’s Knowledge neither the Company nor any Company Subsidiary has received any notices regarding the foregoing, and (iii) to the Company’s Knowledge, the operation of the business of the Company and its Subsidiaries as currently conducted does not violate, misappropriate or infringe, the Intellectual Property Rights of any other Person. (e) The Company and its Subsidiaries are the sole owners of all Owned Intellectual Property Rights and hold all right, title and interest in and to all Owned Intellectual Property Rights, free and clear of any Encumbrances. There exist no restrictions on the disclosure, use, license or transfer of the Owned Intellectual Property Rights. The consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Owned Intellectual Property Rights or, to the Company’s Knowledge, Licensed Intellectual Property Rights or Intellectual Property Right Licenses. To the Company’s Knowledge, no Person has violated or infringed any Owned Intellectual Property Rights. None of the Owned Intellectual Property Rights has been adjudged invalid or unenforceable in whole or part, and, to the Company’s Knowledge, all such Owned Intellectual Property Rights are valid and enforceable. (f) The Company and its Subsidiaries have taken actions commensurate with industry standards to maintain and protect all registrations and applications for registration included in the Owned Intellectual Property Rights, including, without limitation, the payment of all applicable fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. Documentation evidencing the complete chain of title with respect to each registration or application for registration included in the Owned Intellectual Property Rights has been properly recorded with each applicable governmental authority. (g) To the Company’s Knowledge, neither the Company and nor its Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property Right of any third person. There is no claim, action, suit, investigation or proceeding pending against, or, to the Company’s Knowledge, threatened against or affecting, the Company or any of its Subsidiaries relating to any Intellectual Property Rights or any of the Company’s or its Subsidiaries’ rights therein. (h) The Company and its Subsidiaries are in material compliance with all Intellectual Property Right Licenses, including, without limitation, all Intellectual Property Right Licenses to all Open Source Software. Section 3.21(h) of the Company Disclosure Schedule sets forth a list of all Restricted Open Source Software used or distributed by the Company or any Company Subsidiary. All Restricted Open Source Software used or distributed by the Company or any Company Subsidiaries is used in a manner that does not require the Restricted Open Source Software to be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivatives; or (iii) redistributable at no charge. (i) The Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Owned Intellectual Property Rights and Licensed Intellectual Property Rights (i) that are material to the business or operation of the Company or any of its Subsidiaries and the value of which to the Company or any of its Subsidiaries is contingent upon maintaining the confidentiality thereof or (ii) that Company or any Company Subsidiary is required by contract to keep confidential. No such Intellectual Property Rights have been disclosed other than to employees, representatives and agents of the Company or any of its Subsidiaries all of whom are bound by confidentiality obligations. (j) Each employee, consultant and contractor engaged in research or product or software development for the Company or any of its Subsidiaries has ownership executed a written agreement assigning or is otherwise required to assign to the Company or its applicable Subsidiary all right title and interest in and to any works of authorship or license other Intellectual Property Rights developed, created or legal reduced to practice during the course of their engagement with the Company or such Subsidiary. (k) Except as set forth in Section 3.21(k) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has granted to any other Person any current or contingent right to use any source code included in the Owned Intellectual Property Rights. (l) It is the practice of the Company and its Subsidiaries to scan with commercially available virus scan software all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights software used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership Subsidiaries that are capable of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filedbeing scanned for viruses. To the Company's knowledge’s Knowledge, there exists no patent none of the software included in the Owned Intellectual Property Rights or patent application held by any other person which includes claims that would be infringed is distributed by the Company or any of its Subsidiaries or that is used or held for use in the conduct of the business of the Company and its business Subsidiaries as currently conducted and as proposed contains any computer code designed to be conducted disrupt, disable or harm in any manner the SEC Documents, where such infringement would have a Material Adverse Effectoperation of any software or hardware. To the knowledge Company’s Knowledge, none of the Company, software included in the Owned Intellectual Property Rights or the Licensed Intellectual Property Rights and that is used in the business of the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of and its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business Subsidiaries as currently conducted contains any worm, bomb, backdoor, clock, timer, or as proposed other disabling device code, design or routine which can cause software to be conducted in the SEC Documentserased, inoperable, or otherwise incapable of being used, either automatically or upon command by any person.

Intellectual Property. (a) To Part 3.9(a) of the knowledge Company Disclosure Schedule accurately identifies in all material respects, with respect to each Company Pharmaceutical Product, all material Acquired Corporation Patent Rights necessary or, to the Knowledge of the Company, currently intended for use, in the manufacture, use, import, offer for sale, sale or other development or commercialization of such Company Pharmaceutical Product, that is owned by or licensed to the Acquired Corporations (all such material Acquired Corporation Patent Rights required to be identified in Part 3.9(a) of the Company Disclosure Schedule being referred to as "Product IP"), and, for each item of Product IP, (i) whether it is Registered IP, and if it is Registered IP the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; (ii) the identity of any other Person that has an ownership interest in such item of Product IP and the nature of such ownership interest; (iii) the identity of any license agreement under which the Company has ownership obtained rights in such item of Product IP; and (iv) any Contract pursuant to which any of the Acquired Corporations has granted or license or legal made any license, material right (including any right to use all patentreceive any royalty payment, copyrightmilestone payment, trade secretsuccess payment or maintenance fee or similar fee) or material Encumbrance to, trademarkunder or in connection with such item of Product IP to or in favor of any other Person, customer listsother than non-exclusive licenses only for research or manufacturing on behalf of the Acquired Corporations. The Company has provided Parent with an accurate and complete copy of the License Agreement, designsdated as of April 17, manufacturing or other processes1996, computer software, systems, data compilation, research results or other proprietary rights used in the business of between the Company and material Emory University relating to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesEmtricitabine. (b) There is no material default by The Acquired Corporations have sufficient right, title and interest in and to the Company under any material licenses or other material agreements under which Product IP: (i) to conduct the business of the Acquired Corporations in substantially the same manner as currently conducted, including its proposed plans to make, have made, import, offer for sale, sell and otherwise develop and commercialize each Company Pharmaceutical Product worldwide, to the Knowledge of the Company is granted rights (A) with no payment obligation to any Person or with respect to any Product IP other than as set forth in any license agreement listed or required to be listed in Part 3.9(a) of the Company Disclosure Schedule and (B) without materially infringing (directly, contributorily, by inducement or otherwise), materially misappropriating or otherwise materially violating any material Intellectual Property or Right of any other Person, except as otherwise described in Part 3.9(b)(i) of the Company Disclosure Schedule; (ii) to the Knowledge of the Company, to exclude all other Persons from making, having made, importing, offering for sale, selling and otherwise developing and commercializing each Company Pharmaceutical Product in the countries listed or required to be listed in Part 3.9(a) of the Company has granted rights Disclosure Schedule to others the extent allowable by that country and except as otherwise described in Part 3.9(b)(ii) of the Company Disclosure Schedule; and (iii) to the Knowledge of the Company, to make, have made, import, offer for sale, sell and otherwise develop and commercialize a Combination Product of Emtricitabine in combination with adefovir dipivoxil or any other compound yielding adefovir in vivo, or with tenofovir disoproxil fumarate or any other compound yielding tenofovir in vivo ("Emtricitabine Combination") without materially misappropriating or otherwise materially violating any material Intellectual Property owned or licensed by the CompanyRight of any other Person. (c) The To the Knowledge of the Company, except as described in Part 3.9(c) of the Company believes it Disclosure Schedule, none of SmithKline-▇▇▇▇▇▇▇ Corporation, a Pennsylvania corporation (d/b/a GlaxoSmithKline), Glaxo Group Limited, a corporation organized under the laws of England and Wales, GlaxoSmithKline, Inc., a Canadian corporation, Shire Pharmaceuticals Group plc, a corporation organized under the laws of England and Wales, Shire-Biochem, Inc., a Canadian corporation, and Emory University, a Georgia non-profit corporation, has taken those steps required in accordance with sound business practice and commercially reasonable business judgment the right or ability, under any Contract to establish and preserve its ownership which an Acquired Corporation or Emory University is a party, or under any Intellectual Property Right claiming any composition of all material patentmatter, copyrightmethod of use or method of manufacture of Emtricitabine, trade secret and other proprietary rights whether as a sole active pharmaceutical ingredient or as an Emtricitabine Combination, to exclude, enjoin or prevent any of the Acquired Corporations from, or to ▇▇▇ or require payment from any of the Acquired Corporations with respect to its products and technologyto, manufacturing, having manufactured, using, importing, offering for sale, selling or otherwise developing or commercializing, in each case worldwide, any Emtricitabine Combination. (d) To the knowledge Knowledge of the Company: (i) each material granted claim that covers a Company Pharmaceutical Product or its method of pharmaceutical use or manufacture in an Acquired Corporation Patent Right is valid, subsisting and enforceable, and (ii) there is no basis for a claim that any such material granted claim in any Acquired Corporation Patent Right is invalid or unenforceable in any material respect. (e) Neither (i) the execution, delivery or performance of this Agreement or the Financing Documents, nor (ii) the acquisition of or payment for any shares of Company Common Stock by Acquisition Sub pursuant to the Offer or the consummation of the Merger or any of the other transactions contemplated by this Agreement or the Financing Documents will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (A) a loss of, or material Encumbrance on, any Product IP; (B) a material breach of any Contract listed or required to be listed in Part 3.9(a) of the Company Disclosure Schedule; (C) the release, disclosure or delivery of any Product IP by or to any escrow agent or other Person; or (D) the grant, assignment or transfer to any other Person of any material license or other material right or material interest under, to or in any of the Product IP. Part 3.9(e) of the Company Disclosure Schedule identifies any Consent that any of the Acquired Corporations was, is or will be required to obtain from any Person under any Acquired Corporation Contract relating to Emtricitabine listed or required to be listed in Part 3.9(a) of the Company Disclosure Schedule in connection with (i) the execution, delivery or performance of this Agreement, or (ii) the acquisition of or payment for any shares of Company Common Stock by Acquisition Sub pursuant to the Offer or the consummation of the Merger or any of the other transactions contemplated by this Agreement. (f) To the Knowledge of the Company, the present businessno Person has materially infringed, activities materially misappropriated, or otherwise materially violated, and products no Person is currently materially infringing, materially misappropriating or otherwise materially violating, any Product IP. Part 3.9(f) of the Company do not infringe Disclosure Schedule accurately identifies in all material respects (and, to the extent in the possession of any intellectual property of the Acquired Corporations, the Company has provided to Parent a complete and accurate copy of) each written or electronic communication or correspondence that has been sent or otherwise delivered by or to any of the Acquired Corporations or any other party to a Contract listed or required to be listed in Part 3.9(a) of the Company Disclosure Schedule, or any Representative of any of the Acquired Corporations or such other party to such a Contract, regarding any actual, alleged or suspected material infringement or material misappropriation of any Product IP and provides a brief description of the current status of the matter referred to in such letter, communication or correspondence. (g) To the Knowledge of the Company with respect to Company Pharmaceutical Products: (i) none of the Acquired Corporations has ever materially infringed (directly, contributorily, by inducement or otherwise), materially misappropriated or otherwise materially violated any Intellectual Property Right of any other personPerson, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that and (ii) none of the parties to any proceeding charging of the license agreements listed or required to be listed in Part 3.9(a) of the Company Disclosure Schedule has, with infringement respect to the Product IP, materially infringed (directly, contributorily, by inducement or otherwise), materially misappropriated or otherwise materially violated any Intellectual Property Right of any adversely held other Person. (h) Except as indicated in Part 3.9(h) of the Company Disclosure Document, no material adversarial Legal Proceeding involving any material Intellectual Property has been filed. To or material Intellectual Property Right owned by or licensed to any of the Company's knowledgeAcquired Corporations is pending or, there exists no patent or patent application held by any other person which includes claims that would be infringed by to the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge Knowledge of the Company, has been threatened, except for any adversarial Legal Proceeding that would not be reasonably likely to materially and adversely affect: (A) the Company is not making unauthorized use or exploitation of any confidential information such material Intellectual Property or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.Intellectual Property Right

Intellectual Property. (a) To The Company owns or possesses the knowledge of the Company, the Company has ownership of or license or legal right to use all patentpatents, copyrighttrademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, trade secretnames, trademarkcopyrights, customer listslicenses, designsinventions, manufacturing or other processes, computer software, systemsdatabases, data compilationknow-how, research results Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other proprietary rights used intellectual property (collectively, “Intellectual Property”) necessary to carry on its business as currently conducted, and as proposed to be conducted and described in the business the SEC Filings, and the Company is not aware of any claim to the contrary or any challenge by any other person to the rights of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, foregoing except where such infringement would 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 been notified that in breach nor have received any proceeding charging asserted or threatened claim of breach of, any Intellectual Property license, and the Company with infringement has no knowledge of any adversely held breach or anticipated breach by any other person to any Intellectual Property has been filedlicense. To the Company's knowledge’s Knowledge, there exists no patent the Company’s business as now conducted and as proposed to be conducted does not and will not infringe or patent application held conflict with any valid and enforceable patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other Intellectual Property or franchise right of any person; and, if found to 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 patent, trademark, service ▇▇▇▇, 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 rights in all Intellectual Property, 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 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 includes claims 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 would provides for the source code of the software to be infringed 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 its business as currently conducted 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 as proposed the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to be conducted privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, the Company is not making unauthorized use of any confidential information use, modification, or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsmisuse.

Intellectual Property. Except as disclosed in the SEC Reports, the Company and its Subsidiaries exclusively own (afree and clear of all liens, encumbrances and defects) or possess a valid license or other lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others. To the knowledge of the CompanyCompany and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. Except as disclosed in the SEC Reports, none of the Company has ownership or its Subsidiaries are aware of any facts or license or legal right circumstances which might give rise to use all patentany of the foregoing infringements, copyright, trade secret, trademark, customer lists, designs, manufacturing misappropriations or other processesconflicts, computer softwareor claims, systemsactions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, data compilationconfidentiality and value of all of its Intellectual Property Rights, research results or other proprietary rights as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and material its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (collectivelyB) assign to one of the Company or its Subsidiaries, "INTELLECTUAL PROPERTY")as applicable, other than all right, title and interest in and to all Intellectual Property generally available on commercial terms from Rights created by such Person in the course of his, her or its employment or other sources. (b) There is no material default engagement by the Company under or any material licenses or other material agreements under which of its Subsidiaries. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and proprietary rights, including all (i) the Company is granted rights in Intellectual Property or trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) the Company has granted original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material file applications for patent, copyright(iv) trade secrets, trade secret know-how and other proprietary rights with respect to its products confidential information, (v) software, including data, databases and technologydocumentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. (a) To the knowledge Except for matters which are not reasonably likely to have a Material Adverse Effect, (i) each of the Company, Company and the Company Subsidiaries has ownership of of, or a license or other legal right to use use, all patentpatents, copyrightcopyrights, trade secretsecrets, trademarktrademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than “Intellectual Property”) and (ii) all of the Intellectual Property generally available on commercial terms from owned by the Company or by the Subsidiaries consisting of patents, registered trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other sourcesjurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and/or such other jurisdictions. (b) There is no material default by the Company under any Except for matters which are not reasonably likely to have a Material Adverse Effect, all material licenses or other material agreements under which (i) the Company is granted or any Subsidiary employs rights in Intellectual Property Property, or (ii) the Company or any Subsidiary has granted rights to others in Intellectual Property owned or licensed by the CompanyCompany or any Subsidiary are in full force and effect, and there is no default by the Company with respect thereto. (c) The Company believes that it has taken those all steps reasonably required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its the ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technologyIntellectual Property owned by the Company or any Subsidiary. (d) To Except for matters which are not reasonably likely to have a Material Adverse Effect, to the knowledge of the Company, (i) the present business, activities and products of the Company or any Subsidiary do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging ; (ii) neither the Company with infringement of nor any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company Subsidiary is not making unauthorized use of any confidential information or trade secrets of any person. Neither ; and (iii) the activities of any of the employees of the Company noror any Subsidiary, acting on behalf of the Company or such Subsidiary, do not violate any agreements or arrangements related to confidential information or trade secrets of third parties. (e) No proceedings are pending, or to the knowledge of the Company, any threatened, which challenge the rights of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that Subsidiary to the use of Intellectual Property, except for matters which are material aspects of the Company's business as currently conducted or as proposed not reasonably likely to be conducted in the SEC Documentshave a Material Adverse Effect.

Intellectual Property. (a1) To the knowledge of the Company, The Company and the Company has ownership Subsidiaries 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 or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights Intellectual Property used in the business of the Company and material or necessary to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available carry on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its their business as currently conducted and (2) such Intellectual Property referenced in clause (1) 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, or rights to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property used in their business as proposed to be conducted in presently conducted, all of which rights shall survive unchanged the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge consummation of the Company, transactions contemplated by this Agreement and the Company is not making unauthorized use of any confidential information or trade secrets of any personother Transaction Documents. Neither the Company nornor any Company Subsidiary has received any notice of infringement or misappropriation of, or any conflict with, the rights of others with respect to any Intellectual Property, and no reasonable basis exists for any such claim. To the Company’s knowledge, no third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Company or the Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted or, to the knowledge Company’s knowledge, threatened against the Company or any Company Subsidiary concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, any Intellectual Property. None of the Company, Company or any of its employees have any agreements or arrangements with any persons other than the Company restricting Subsidiaries is using or enforcing any Intellectual Property owned by or licensed to the Company's Company or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed Company Subsidiaries in a manner that would be expected to be conducted result in the SEC Documentsabandonment, cancellation or unenforceability of such Intellectual Property. The Company and each of the Company Subsidiaries have taken all reasonable measures to protect the Intellectual Property owned by or licensed to the Company or any of the Company Subsidiaries. For the purpose of this Agreement, “Intellectual Property” shall mean: trademarks, service marks, brand names, domain 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 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 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; and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and any similar intellectual property or proprietary rights.

Intellectual Property. (a) To Section 3.16(a) of the knowledge Company Disclosure Letter sets forth a complete and accurate list of all Intellectual Property registrations and applications owned by the Company and the Company Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries own or possess sufficient and legally enforceable licenses or other rights to use, any and all Intellectual Property necessary for the conduct of the business and operations of the Company and the Company Subsidiaries as currently conducted, free and clear of Liens other than Permitted Encumbrances, and (ii) the Intellectual Property registrations and applications owned by the Company and the Company Subsidiaries are subsisting and unexpired and, to the Knowledge of the Company, there are no claims challenging the validity or enforceability of the Intellectual Property owned by the Company has ownership or the Company Subsidiaries. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the conduct of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material the Company Subsidiaries does not infringe, conflict with or otherwise violate any Intellectual Property of any Person, and none of the Company or any of the Company Subsidiaries has received written notice (including cease and desist letters or invitations to take a patent license) or has Knowledge of any such infringement, conflict or other violation and (ii) to the Company (collectivelyKnowledge of the Company, "INTELLECTUAL PROPERTY")no Person is infringing, other than conflicting or otherwise violating the Intellectual Property generally available on commercial terms from other sources. (b) There is no material default owned by the Company under any material licenses or other material agreements under which (i) and the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the CompanySubsidiaries. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement Except as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any and each Company Subsidiary have taken commercially reasonable steps to protect and maintain (i) their confidential information or and trade secrets secrets; (ii) their sole ownership of any person. Neither material proprietary Intellectual Property and (iii) the Company nor, to the knowledge security and integrity of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are their material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentssystems and software.

Intellectual Property. The Company and the Subsidiaries own or have the right to use all (ai) To valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights and (ii) inventions, software, works of authorship, 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, the “Intellectual Property”) used in, or necessary to conduct, their respective businesses as currently conducted and as proposed to be conducted, and as described in the SEC Documents. Except as described in the SEC Documents, to the knowledge of the Company, the Company has and the Subsidiaries’ ownership or use of or license or legal right the Intellectual Property in their respective businesses as currently conducted and proposed to use all patentbe conducted do not give rise to any infringement, copyrightmisappropriation, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business violation of the Company any valid and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any enforceable intellectual property rights of any other person. Except as set forth on Schedule 3.16 to the Disclosure Schedule, except where such infringement would not there have a Material Adverse Effect. The Company has not been notified that any proceeding charging no written claims or notice made against the Company with infringement or any of the Subsidiaries (a) asserting the invalidity, abuse, misuse, or unenforceability of any adversely held of the Intellectual Property has been filed. To Property, and, to the Company's ’s knowledge, there exists are no patent reasonable grounds for any such claims, or patent application held by any other person which includes claims (b) that would be infringed by they are in conflict with or infringing upon the Company asserted rights of others in connection with the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any personIntellectual Property. Neither the Company nor, to the knowledge nor its Subsidiaries have made any claim of any violation or infringement by others of the Company’s or the Subsidiaries’ rights in or to the Intellectual Property, any of its employees have any agreements or arrangements with any persons other than and to the Company restricting the Company's or any such employee's engagement in business activities that are material aspects best of the Company's business ’s knowledge, no reasonable grounds for such claims exist. Other than as currently conducted or as proposed to be conducted set forth in the SEC DocumentsDocuments and on Schedule 3.16 to the Disclosure Schedule, no material royalties or fees (license or otherwise) are payable by the Company or any of the Subsidiaries to any Person by reason of the ownership or use of any of the Intellectual Property.

Intellectual Property. (a) To the knowledge of the Company, No Patents or Patent applications are owned by the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the any Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesSubsidiary. (b) There is no material default Section 4.21(b) of the Company Disclosure Schedule sets forth a true and complete list of all Copyright registrations or applications to register Copyrights owned by the Company under or any material licenses or other material agreements under which (iCompany Subsidiary. Section 4.21(b) of the Company is granted rights in Intellectual Property or (ii) Disclosure Schedule sets forth a true and complete list of all registered and material unregistered Marks owned by the Company has granted rights or any Company Subsidiary (the “Owned Marks”). All of the registered Owned Marks are valid, enforceable and in full force and effect. All material Trade Secrets of the Company and the Company Subsidiaries are documented and readily available on the premises of the Company or a Company Subsidiary without significant effort or burden (economic or otherwise) to others in Intellectual Property owned or licensed by obtain them. To the Knowledge of the Company, no fact or circumstance exists that could reasonably be expected to adversely affect the validity or enforceability of any of the Owned Marks. Section 4.21(b) of the Company Disclosure Schedule sets forth a true and complete list of all domain name and social media handles material to the operation of the Business, its conduct or any aspect thereof that are registered by or on behalf of the Company or a Company Subsidiary. (c) The Since December 28, 2012, the Company believes it has taken those steps timely paid all required in accordance with sound business practice fees (including any registration and commercially reasonable business judgment maintenance fees and annuities), and timely filed all documents required to establish and preserve its ownership of all material patentbe filed, copyright, trade secret and other proprietary rights with respect to its products and technologyall of the material Company Owned IP. (d) To the knowledge of the Company, the present business, activities and products Except as set forth on Section 4.21(d) of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledgeDisclosure Schedule, there exists are no patent or patent application held by any Copyrights and other person which includes claims that would be infringed works of authorship, Software, data, structured and unstructured datasets, trade secrets and other technology used but not owned by the Company or any Company Subsidiary worldwide in or in connection with the conduct of Business, its business as currently conducted conduct, or any aspect thereof other than Third Party Off-The-Shelf Software (defined below) and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effectdata provided by customers for processing. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge None of the Company, any Company Subsidiary, nor any Employee Agent thereof has disclosed publicly in connection with the registration of its employees have any agreements Copyright any Trade Secrets. Neither the Company nor any Company Subsidiary has entered into or arrangements with is bound by any persons in-bound license agreement, other than mass market, commercially available software licenses with total cost not in excess of $25,000 in the aggregate per license based on amounts paid during the 2017 fiscal year of the Company restricting and Company Subsidiaries (“Third Party Off-The-Shelf Software”) pursuant to which the Company's Company or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted Company Subsidiary has obtained any rights thereunder or as proposed thereto with respect to, or to be conducted in the SEC Documentsuse or to otherwise exploit, any Software or other Intellectual Property owned by a third party.

Intellectual Property. The Company and the Subsidiaries own or possess the right to use all (ai) patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ 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”) that are described in the Registration Statement, the General Disclosure Package and the Prospectus and are necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the Registration Statement, the General Disclosure Package and the Prospectus, except where failure to own or possess such rights would not individually or in the aggregate have a Material Adverse Effect. The Company and the Subsidiaries 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 the Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or the Subsidiaries that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company, the Company and the Subsidiaries’ respective businesses as now conducted do not infringe, misappropriate, or otherwise violate, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Registration Statement, the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the Company and/or its Subsidiaries, as the case may be, and, to the knowledge of the Company, the 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 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 ▇▇▇▇, 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 Intellectual Property Rights as owned, used or held for use in 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 Company has ownership complied with the United States Patent and Trademark Office’s duty of or license or legal right to use all patentcandor, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company good faith and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under disclosure and best mode requirement for any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed patent applications filed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice , and commercially reasonable business judgment to establish all other requirements for patentability and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property enforceability of any other personresultant patents, except where and has made no material misrepresentation in any such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effectapplications. To the knowledge of the Company, all material Intellectual Property Rights or Intellectual Property Assets disclosed in the Registration Statement, the General Disclosure Package or the Prospectus and owned by, or licensed to, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsvalid and enforceable.

Intellectual Property. (a) To Section 4.16(a) of the knowledge Company Disclosure Letter contains a true and complete list of all of the Company's and Company Subsidiaries' Intellectual Property (other than unregistered copyrights, trade secrets and confidential information) and applications and other filings and formal actions made or taken pursuant to federal, state, local and foreign laws by the Company and/or any Company Subsidiary to protect its interests in material Company Intellectual Property. (b) Except as set forth in Section 4.16(b) of the Company Disclosure Letter, the Company and Company Subsidiaries have all rights in Company Intellectual Property necessary to carry out their current and currently contemplated and reasonably foreseeable activities except where the absence of such right would not be reasonably likely to result in a Material Adverse Effect to the Company. (c) Except as would not be, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect to the Company, the reproduction, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any Company has ownership of Intellectual Property or license Product, work, technology or legal right to use all patentprocess as now used or offered or proposed for use, licensing or sale by the Company or any Company Subsidiary does not infringe on any copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyrightservice ▇▇▇▇, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Companyname, the present businesstrade dress, activities and products of the Company do not infringe any intellectual property firm name, Internet domain name, logo, trade dress or mask work of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norPerson or, to the knowledge of the CompanyCompany or any Company Subsidiary as of the date hereof, the patent of any Person. Except as set forth in Section 4.16(c) of the Company Disclosure Letter, no written and material claims (i) challenging the validity, effectiveness or ownership by the Company or any Company Subsidiary of any of its employees have Company Intellectual Property, or (ii) to the effect that the use, distribution, licensing, sublicensing, sale or any agreements other exercise of rights in any Product, work, technology or arrangements with any persons other than process as now used or offered or proposed for use, licensing, sublicensing or sale by the Company restricting or any Company Subsidiary infringes or will infringe on any intellectual property or other proprietary right of any Person have been asserted or, to the knowledge of the Company or any Company Subsidiary, are threatened by any Person, nor are there, to the Company's or any Company Subsidiary's knowledge, any valid grounds for any bona fide claim of any such kind. All registered, granted or issued patents, trademarks, Internet domain names and copyrights held by the Company and any Company Subsidiary are subsisting. To the Company's or any Company Subsidiary's knowledge, there is no material unauthorized use, infringement or misappropriation of any Company Intellectual Property by any third party, employee or former employee's engagement . (d) Except as set forth in business activities that Section 4.16(d) of the Company Disclosure Letter, there are material aspects no royalties, fees, honoraria or other payments payable by the Company or any Company Subsidiary to any Person by reason of the ownership, development, use, license, sale or disposition of Company Intellectual Property, other than salaries and sales commissions paid to employees and sales agents in the ordinary course of business. (e) Neither the Company nor any Company Subsidiary is in violation of any license, sublicense, agreement or instrument to which the Company or any Company Subsidiary is a party or otherwise bound, nor to the knowledge of the Company as of the date hereof, will execution or delivery of this Agreement, or performance of the Company's business obligations hereunder, cause the diminution, termination or forfeiture of any Company Intellectual Property except as currently conducted would not be, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect to the Company. Section 4.16(e) of the Company Disclosure Letter sets forth a list of all material Licenses by the Company or any of Company Subsidiaries of Company Intellectual Property. (f) Except as proposed would not be, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect to the Company, the Company and each of Company Subsidiaries have observed all material provisions of, and performed all of their material obligations under, the license agreements to which it is a party. Neither the Company, nor any Company Subsidiary, have taken any action that could cause, or failed to take any action, the failure of which could cause, (i) any source code, trade secret or other Company Intellectual Property to be conducted (A) released from an escrow or otherwise made available to any person or entity other than those persons described in Section 4.16(f) of the Company Disclosure Letter or (B) dedicated to the public or otherwise placed in the SEC Documentspublic domain or (ii) any other material adverse affect to the protection of Company Intellectual Property under trade secret, copyright, patent or other intellectual property laws.

Intellectual Property. (a) To Seller's knowledge, Seller and its Subsidiaries own, or are licensed or otherwise possess legally enforceable (subject to the knowledge of the CompanyBankruptcy and Equity Exception) rights to use, the Company has ownership of or license or legal right to use all patentpatents, copyrighttrademarks, trade secretnames, trademarkdomain names, customer listsservice marks and copyrights, designsany applications for and registrations of such patents, manufacturing or other trademarks, trade names, service marks and copyrights, and all processes, formulae, methods, schematics, technology, know-how, computer software, systems, data compilation, research results software programs or other applications and tangible or intangible proprietary rights information or material that are used in or necessary to conduct the business of Seller and its Subsidiaries as currently conducted, the Company and material absence of which would, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect (the Company (collectively, "INTELLECTUAL PROPERTYSeller Intellectual Property Rights"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by The execution and delivery of this Agreement and consummation of the Company under Merger will not result in the breach of, or create on behalf of any material licenses third party the right to terminate or modify, any license, sublicense or other material agreements under which (i) agreement relating to the Company is granted rights in Seller Intellectual Property Rights, or any license, sublicense and other agreement as to which Seller or any of its Subsidiaries is a party and pursuant to which Seller or any of its Subsidiaries is authorized to use any third party patents, trademarks, copyrights or trade secrets (ii) the Company has granted rights to others in "Seller Third Party Intellectual Property owned Rights"), including software that is used in the manufacture of, incorporated in, or licensed forms a part of any product or service sold by Seller or any of its Subsidiaries or in the Companydevelopment stage, the breach, termination or modification of which license, sublicense or other agreement, individually or in the aggregate, would be reasonably likely to have a Seller Material Adverse Effect. (c) The Company believes it has All patents, registered trademarks, service marks and copyrights which are owned by Seller or any of its Subsidiaries and which are material to the business of Seller and its Subsidiaries, taken those steps required as a whole, are valid and subsisting. Seller's policies (the "Protection Policies") are to enter into confidentiality agreements in accordance favor of Seller which protect the proprietary nature of the Seller Intellectual Property Rights that are proprietary with sound business practice its employees, consultants and commercially reasonable business judgment independent contractors who have access to establish any such Seller Intellectual Property Rights and preserve to require such employees, consultants and independent contractors to maintain in confidence all trade secrets and confidential information owned or used by Seller or any of its ownership of Subsidiaries. Seller and its Subsidiaries have complied in all material patentrespects with the Protection Policies, copyrightand any failure to comply, trade secret and other proprietary rights with respect individually or in the aggregate, is not reasonably likely to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Seller Material Adverse Effect. To the knowledge of Seller, no other person or entity is infringing, violating or misappropriating any of the CompanySeller Intellectual Property Rights, except for infringements, violations or misappropriations that are not, individually or in the Company is not making unauthorized use aggregate, reasonably likely to have a Seller Material Adverse Effect. To the knowledge of Seller, none of the activities or business currently conducted by the Seller or any of the Subsidiaries infringes, violates or constitutes a misappropriation of, any patents, trademarks, trade names, service marks and copyrights, any applications for and registrations of such patents, trademarks, trade names, service marks and copyrights, and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material of any confidential information other person or trade secrets of any personentity, except for such infringements, violations and misappropriations that, individually or in the aggregate, are not reasonably likely to have a Seller Material Adverse Effect. Neither the Company nor, to the knowledge of the Company, Seller nor any of its employees have Subsidiaries has received any agreements written complaint, claim or arrangements with any persons other than the Company restricting the Company's or notice alleging any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted infringement, violation or as proposed to be conducted in the SEC Documentsmisappropriation.

Intellectual Property. (ai) Except as would not have a Material Adverse Effect, the Company and each of its subsidiaries own or possess the right to use all material patents, inventions, trademarks, trade names, service marks, logos, trade dress, designs, data, database rights, Internet domain names, rights of privacy, rights of publicity, copyrights, works of authorship, license rights, trade secrets, know-how and proprietary information (including unpatented and unpatentable proprietary or confidential information, inventions, systems or procedures) (collectively, “Intellectual Property”) necessary or material to conduct their business as presently conducted. To the knowledge of the CompanyCompany or its Significant Subsidiaries, neither the Company nor any of its Significant Subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has ownership of infringed or license misappropriated or legal right to use all patentis currently infringing or misappropriating, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business and none of the Company or any of its subsidiaries have received any communication or notice of infringement or misappropriation of any Intellectual Property of any other person or entity. 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 Pricing Disclosure Package and material the Prospectus, such parties would infringe or misappropriate any of the Intellectual Property of any other person or entity. The Company knows of no infringement or misappropriation by others of Intellectual Property owned by or licensed to the Company (collectively, "INTELLECTUAL PROPERTY"), other than or any of its subsidiaries. The Company and its subsidiaries have taken all reasonable steps to secure their interests in such Intellectual Property generally available on commercial terms from other sourcestheir employees and contractors and to protect the confidentiality of all of their confidential information and material trade secrets. (bii) There is no material default None of the Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company under any material licenses or other material agreements under which (i) its subsidiaries has been obtained or is being used by the Company is granted rights or its subsidiaries in Intellectual Property or (ii) violation of any contractual obligation binding on the Company has granted rights to others or any of its subsidiaries or any of their respective officers, directors or employees or otherwise in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge violation of the Company, the present business, activities and products of the Company do not infringe any intellectual property rights of any other person, except where such infringement persons in a manner that has or would not reasonably be expected to have a Material Adverse Effect. The Company has not been notified that any proceeding charging and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the Company with infringement and its subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by business of the Company and its subsidiaries as currently conducted, except as would not, individually or in the conduct of its business as currently conducted and as proposed aggregate, reasonably be expected to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the CompanyThe Company and its subsidiaries have implemented backup, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements security and disaster recovery technology consistent in all material respects with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsapplicable regulatory standards.

Intellectual Property. The Company shall give Acquiror prompt notice if any Person shall have (a) To commenced, or shall have notified the knowledge Company that it intends to commence, an Action or Proceeding or (b) provided the Company with notice, in either case which allege(s) that any of the CompanyIntellectual Property, including the Company has ownership Intellectual Property, presently embodied, or proposed to be embodied, in the Company's products or utilized in Company-designed or modified development tools (including standard cells) or design environments infringes or otherwise violates the intellectual property rights of such Person, is available for licensing from a potential licensor providing the notice or license otherwise alleges that the Company does not otherwise own or legal have the right to use all patentexploit such Intellectual Property, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of including the Company and material Intellectual Property. The Company shall cooperate with Acquiror in making arrangements, prior to the Closing Date, satisfactory to Acquiror in its sole discretion to effect the assignment to the Company (collectively, "INTELLECTUAL PROPERTY"), other than of all Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed created by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice 's founders, employees and commercially reasonable business judgment to establish and preserve its ownership of all material patentconsultants, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held including certain Intellectual Property has been filed. To created by the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed founders prior to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company's incorporation, and to obtain the Company is not making unauthorized use cooperation of any confidential information or trade secrets of any person. Neither the Company nor, such Persons to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting complete all appropriate patent filings related thereto at the Company's or the Surviving Corporation's expense. The Company shall take commercially reasonable actions to maintain, perfect, preserve or renew the Company Registered Intellectual Property, including, without limitation, the payment of any such employee's engagement in business activities that registration, maintenance, renewal fees, annuity fees and taxes or the filing of any documents, applications or certificates related thereto, and to promptly respond and prepare to respond to all requests, related to the Company Registered Intellectual Property, received from Governmental or Regulatory Authorities. At the Closing, the Company will notify Acquiror of all material actions which must be taken within the 180 days following the Closing Date and which are material aspects necessary to maintain, perfect, preserve or renew the Company Registered Intellectual Property, including the payment of any registration, maintenance, renewal fees, annuity fees and taxes or the Company's business as currently conducted filing of any documents, applications or as proposed to be conducted in the SEC Documentscertificates related thereto.

Intellectual Property. (a) To the knowledge Section 2.11 of the CompanySeller Disclosure Letter lists all applications and registrations for trademarks, copyrights, service marks, domain names and patents owned (or purported to be owned) by the Company or any of its Subsidiaries as of the date hereof. Each of the items set forth in Section 2.11 of the Seller Disclosure Letter and each of the material unregistered trademarks, copyrights, trade names, service marks and trade secrets and other Intellectual Property used by the Company or any of its Subsidiaries or necessary for the conduct of their businesses (collectively, the “Company has ownership Intellectual Property”) are solely and exclusively owned by the Company or one of its Subsidiaries or license are subject to valid and continuing licenses to the Company or legal right one of its Subsidiaries. The Intellectual Property owned by the Company or any of its Subsidiaries is owned free and clear of all Liens except for Permitted Liens. In the past twelve months for purposes of Swank Holdings, Inc. and its Subsidiaries and, except with respect to use all patentnotices or claims that are not material to the Business, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business past six years for purposes of the Company and its Subsidiaries (other than Swank Holdings, Inc. or any of its Subsidiaries), none of the Company or any of its Subsidiaries has received any notice or claim that it is infringing on, misappropriated or otherwise violated the trademark, patent, copyright or trade secret or other Intellectual Property rights of any Person or challenging the use, ownership, validity or enforceability of any Intellectual Property owned by the Company or any of its Subsidiaries. To the Knowledge of Seller, there is no infringement, misappropriation or other violation material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Business by any Person of the Intellectual Property generally available on commercial terms from other sources. (b) There is no material default owned by the Company under or any of its Subsidiaries. The Company, its Subsidiaries, the conduct and operations of their businesses, and their products and services have not, within the past twelve months for purposes of Swank Holdings, Inc. and its Subsidiaries and, except with respect to any infringement, misappropriation or other violations of Intellectual Property rights that would not cause a material adverse effect to the Business, the past six years for purposes of the Company and its Subsidiaries (other than Swank Holdings, Inc. or any of its Subsidiaries), and do not infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Person. Section 2.11 of the Seller Disclosure Letter sets forth a complete and correct list, as of the date hereof, of all material licenses to which the Company or other material agreements under any of its Subsidiaries is a party, pursuant to which (i) the Company is granted rights in or such Subsidiary permits any Person to use any Intellectual Property owned by the Company or such Subsidiary (other than licenses granted to customers pursuant to form customer agreements granted in the ordinary course of business) or (ii) any Person permits the Company has granted rights or such Subsidiary to others in use any material trademarks, service marks, trade names, domain names, copyrights, patents or trade secrets or other Intellectual Property not owned or licensed by the Company. Company or any of its Subsidiaries (cother than contracts relating to off-the-shelf software that is commercially available for a license fee of no more than $50,000 annually) (collectively, “Material IP Agreements”). The Company believes it has and its Subsidiaries have taken those steps required in accordance with sound business practice and commercially reasonable business judgment steps to establish and preserve its ownership maintain the confidentiality of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norused in connection with their businesses and, to the knowledge Knowledge of the CompanySeller, no such trade secrets have been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements which, to the Knowledge of its employees Seller, have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsnot been breached.

Intellectual Property. (a) To the knowledge The Company and each of the Companyits Subsidiaries owns, the Company has ownership of or license or legal right is licensed to use all patent(in each case, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business free and clear of the Company and any material to the Company (collectively, "INTELLECTUAL PROPERTY"Liens), other than all Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in necessary for the conduct of its business as currently conducted and conducted. Except as proposed would not reasonably be expected to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of Effect on the Company, : (i) (A) the Company is not making unauthorized use of any confidential information Intellectual Property by the Company and its Subsidiaries does not infringe, misappropriate or trade secrets otherwise violate the rights of any person. Neither person and is in accordance with any applicable license pursuant to which the Company noror any Company Subsidiary acquired the right to use any Intellectual Property, and (B) no person has asserted to the knowledge of Company that the Company, Company or any of its employees have Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person, (ii) no person is challenging, infringing on or otherwise violating any agreements or arrangements with any persons other than right of the Company restricting the Company's or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company or its Subsidiaries, and (iii) neither the Company nor any Company Subsidiary has received any notice of any pending claim with respect to any Intellectual Property owned by the Company or any Company Subsidiary, and 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 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 jurisdiction to register, the foregoing, including any extension, modification or renewal of any such employee's engagement registration or application; inventions, discoveries and ideas, whether patentable or not, in business activities that are material aspects 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 works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of the Company's business as currently conducted copyrights in any jurisdiction, and any renewals or as proposed to be conducted in the SEC Documentsextensions thereof; and any similar intellectual property or proprietary rights.

Intellectual Property. (a) To the knowledge Subject to completion of the CompanyRestructuring Transactions and taking into account the right to use the Seller Marks as provided hereby, each Transferred Entity owns or has the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights Intellectual Property that is used in the business of the Company and material to the Company operation of the Business by the Transferred Entities; provided, however, that any such right to use the Seller Software from and after the Closing shall be solely to the extent provided by the Transition Services Agreement and to the extent historically used by the Business during the Service Baseline Period (as defined in the Transition Services Agreement). Section 2.11 of the Seller Disclosure Letter lists all material issued patents, patent applications and applications and registrations for other Intellectual Property owned by a Transferred Entity as of the date hereof or that will be assigned to a Transferred Entity prior to the Closing, in each case excluding the Seller Marks. Each of the items set forth in Section 2.11 of the Seller Disclosure Letter and each of the material unregistered Intellectual Property owned by a Transferred Entity necessary for the conduct of the Business by the Transferred Entities (collectively, "INTELLECTUAL PROPERTY")the “Owned Intellectual Property”) are owned free and clear of all Liens except for Permitted Liens. Other than the Seller Marks and the Seller Software, none of the Selling Entities or any Subsidiary of the Selling Entities (other than the Transferred Entities) owns, licenses or sublicenses to any Transferred Entity any Intellectual Property generally available on commercial terms from other sources. (b) There that is no material default used in and material, individually or in the aggregate, to the conduct of the Business by the Company under Transferred Entities. To the Knowledge of Seller, each of the items set forth in Section 2.11 of the Seller Disclosure Letter is valid and enforceable and there are no oppositions, cancellations, invalidity proceedings, interferences or re-examination proceedings presently pending or, to the Knowledge of Seller, threatened, with respect to the Owned Intellectual Property that would adversely affect the Business in any material licenses or other material agreements under which (i) respect. Each Transferred Entity has used reasonable efforts to protect the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership confidentiality of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. secrets (dif any) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company used in the conduct of its business as currently conducted the Business by the Transferred Entities. In the twenty-four (24) months prior to the date of this Agreement: (a) no Transferred Entity has received any notice or claim that it is infringing on or has misappropriated or otherwise violated the Intellectual Property rights of any Person or challenging the use, ownership, validity or enforceability of any Owned Intellectual Property; and as proposed (b) to be conducted in the SEC DocumentsKnowledge of Seller, where such there is no infringement would have a Material Adverse Effector misappropriation material to the Business by any Person of the Owned Intellectual Property. To the knowledge Knowledge of Seller, the current and former products, services and conduct of the CompanyBusiness do not infringe, the Company is not making unauthorized use misappropriate or otherwise violate any Intellectual Property rights of any confidential information or trade secrets Person. Section 2.11 of the Seller Disclosure Letter sets forth a complete and correct list, as of the date hereof, of: (i) all written licenses to which a Transferred Entity is a party, pursuant to which a Transferred Entity permits any person. Neither Person to use any of the Company norOwned Intellectual Property; and (ii) all written licenses (or, with respect to Software, a listing of such Software) to which a Transferred Entity is a party, pursuant to which any Person permits a Transferred Entity to use any Intellectual Property (other than any Seller Software and Commercial Software, and with respect to other Software, such Section of the Seller Disclosure Letter lists only such other Software that, to the knowledge Knowledge of Seller, consists of business application Software used exclusively or primarily in the operation of the CompanyBusiness or for which the annual aggregate amount payable by the Transferred Entities is greater than $500,000), excluding in the case of clauses (i) and (ii) any written licenses which are not material to the Business and for which the annual aggregate amount payable to or by the Transferred Entities pursuant to such agreement is less than $100,000 and any written licenses that are only between or among the Transferred Entities (the “IP License Agreements”). Assuming receipt of all required consents, approvals and authorizations with respect to Contracts relating to Software and except for the Seller Software: (i) neither the consummation of the transactions contemplated hereby nor the execution, delivery or performance of this Agreement will result in the loss or impairment of or give rise to any right of termination or other right to impair or limit, or otherwise result in the breach of, any Transferred Entity’s rights to own or use any Owned Intellectual Property or to use any Intellectual Property licensed to the Business that is used in the conduct of its employees have the Business by the Transferred Entities; and (ii) immediately subsequent to the Closing, all such Owned Intellectual Property and such Intellectual Property licensed to the Business will be owned or available for use by the Transferred Entities on the same or substantially similar terms and conditions to those under which the Transferred Entities owned or used such Owned Intellectual Property or such Intellectual Property licensed to the Business immediately prior to the Closing without payment of any agreements or arrangements with any persons additional fees (other than fees to which the Company restricting applicable Transferred Entity was otherwise subject). For the Company's avoidance of doubt, notwithstanding anything herein to the contrary, Buyers and their Affiliates (including the Transferred Entities) shall have no right, title or interest in or to (including any such employee's engagement in business activities that are material aspects of license rights or rights to use) any Seller Software made available to them pursuant to the Company's business as currently conducted or as proposed Transition Services Agreement except to be conducted the extent otherwise expressly provided in the SEC DocumentsTransition Services Agreement and to the extent historically used by the Business during the Service Baseline Period (as defined in the Transition Services Agreement). This Section 2.11, together with Section 2.9, contains the sole and exclusive representations made by Seller relating to intellectual property matters.

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patentowns or possesses, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company noror, to the knowledge of the Company, any of its employees have any agreements can acquire on reasonable terms, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or arrangements with any persons confidential information, systems or procedures), trademarks, service marks, trade names or other than intellectual property (collectively, “Intellectual Property”) necessary to carry on the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or now operated by it, and as proposed to be conducted operated in the SEC future (including upon the commercialization of products or services described in the Registration Statement, the General Disclosure Package or the Prospectus as under development), and the conduct of its business does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company has not received any notice of any claim, and is not otherwise aware, of any infringement, misappropriation, or conflict with any intellectual property rights of another and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. The Company has not received any notice of any claim, and is not otherwise aware, of any facts or circumstances which would render any Intellectual Property of the Company invalid or inadequate to protect the interest of the Company, in each case that would cause a Material Adverse Effect. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property of the Company, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Disclosure Documents”) as owned by or licensed to the Company; and (ii) there is no infringement by third parties of any such Intellectual Property owned by or licensed to the Company. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property of the Company, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property of the Company, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any Intellectual Property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property disclosed in the Disclosure Documents as owned by or licensed to the Company. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with its employees, and no employee of the Company is in or has been in violation 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, except as such violation would not result in a Material Adverse Effect. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property owned by or licensed to the Company has been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Disclosure Documents as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company. 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 the conduct of the 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 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 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 Company’s business. To the Company’s knowledge, 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, except where any such breach or violation would not result in a Material Adverse Effect. 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 are material to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company.

Intellectual Property. (a) To The Project contemplated under this Agreement is of mutual interest and benefit to the knowledge PROVIDER and the COUNTY and will further the instructional and research objectives of the CompanyPROVIDER in a manner consistent with its status as a non-profit organization, and may derive benefits for both the COUNTY and the PROVIDER through inventions, improvements, and/or discoveries. The PROVIDER agrees that the Evaluation Director will promptly disclose all discoveries, concepts, or ideas, whether or not patentable, made during the conduct of this Agreement, and arising directly from the performance of the Project, including but not limited to processes, methods, software, tangible research products, formulas and techniques, improvements thereto, and know-how related thereto (“Intellectual Property”) to the PROVIDER, and the PROVIDER will promptly disclose such Intellectual Property to the COUNTY. Intellectual Property that is created or developed under this Agreement by the PROVIDER employees or sub-contractors shall be assigned to the PROVIDER and protected by the PROVIDER. Intellectual Property that is created or developed under this Agreement by employees or sub-contractors of the PROVIDER shall be assigned to the COUNTY and protected by the COUNTY pursuant to its Rules and Policies. Intellectual Property that is created or developed under this Agreement jointly by the PROVIDER and the COUNTY employees and/or sub-contractors shall be jointly owned by the PROVIDER and the COUNTY. With respect to any Intellectual Property developed with the use of Federal funding in which the PROVIDER retains or is assigned title hereunder, the Company has ownership Federal Government shall have a non-exclusive, non-transferable, irrevocable, paid-up license to practice or have practiced for or on behalf of or license or legal the United States the Intellectual Property throughout the world. THE PROVIDER and the COUNTY shall have the right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilationIntellectual Property resulting from this Project for non-commercial, research results or other proprietary rights used and educational purposes including the independent publication of reports, journal articles, presentations, and publications in various types of media. If the PROVIDER wishes to utilize any Intellectual Property in which the COUNTY has ownership, the PROVIDER shall provide the COUNTY with such request in writing and terms of such use shall be negotiated in good faith between the COUNTY and the PROVIDER. If the COUNTY does not express a commercial interest in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted PROVIDER’s rights to others in Intellectual Property owned or licensed by the Company. Property, within forty-five (c45) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership days after notification of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Companysuch Intellectual Property, the present business, activities and products of the Company do not infringe any intellectual property of any PROVIDER shall be free to pursue other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentscommercial parties at their discretion.

Intellectual Property. Except as described, or incorporated by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, goodwill associated with the foregoing, copyrights, licenses, inventions, know-how (aincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property rights (“Intellectual Property”) necessary for the current conduct of its business as described 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 current conduct of their respective businesses as described 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, neither the Company nor any of its subsidiaries have 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 any of its subsidiaries or the Company’s or any such subsidiary’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 or any of its subsidiaries in conflict with the Company’s or any such subsidiary’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 or its subsidiaries is owned solely by the Company or the applicable subsidiary 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 Intellectual Property is licensed to the Company or any of its subsidiaries are free and clear of all liens and free of any restrictions or defects that would conflict with their respective businesses. 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 or any of its subsidiaries is invalid or unenforceable and, to the knowledge of the Company, all such issued or granted patents are valid and enforceable. Except as would not reasonably be expected to have a Material Adverse Effect, 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. Neither the Company nor any of its subsidiaries 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 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, except as would not reasonably be expected to have a Material Adverse Effect. 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 Pricing Disclosure Package and the 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 described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. To the knowledge of the Company, the Company has ownership of no governmental agency or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing body or other processes, computer software, systems, data compilation, research results third party has any claim or other proprietary rights used right in the business of the Company and material or to the Company (collectively, "INTELLECTUAL PROPERTY"), other than any Intellectual Property generally available on commercial terms from other sources. (b) There is no material default owned by the Company under or any material licenses of its subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect on the current conduct of its business as described 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 other material agreements under which community source code license, including, but not limited to, the GNU General Public License or GNU Lesser General Public License (i) such software, “Open Source Software”), is used by the Company is granted rights or any of its subsidiaries in a manner that obligates the Company or any of its subsidiaries 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 or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other personon a royalty free basis, except where such infringement as would not reasonably be expected to have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledgeand its subsidiaries have taken all reasonable security measures to protect its rights in confidential information and trade secrets they own, there exists no patent or patent application held by including, without limitation, requiring each employee and consultant and any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed with access to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norto execute a binding confidentiality agreement and, to the knowledge of the Company, there has not been any of its employees breach by any party to such confidentiality agreements, except where such breach would not reasonably be expected to have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsa Material Adverse Effect.

Intellectual Property. (a) To The Company and its subsidiaries own or have obtained valid and enforceable licenses for the knowledge of the Companymaterial inventions, the Company has ownership of or license or legal right to use all patentpatents, copyrightpatent applications, trademarks, trade secretnames, trademarkservice names, customer listscopyrights, designsknow-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information) and other intellectual property described in the Prospectus as being owned or licensed by them (collectively, manufacturing “Intellectual Property”) or other processes, computer software, systems, data compilation, research results or other proprietary rights which is currently used and proposed to be used by them in connection with the business of the Company and its subsidiaries as now conducted or as proposed to be conducted with respect to the product candidates as described in the Prospectus (except where the failure to own or license such rights would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change). To the Company’s knowledge, neither the conduct of its nor any of its subsidiaries’ business as currently conducted and as described in the Prospectus infringes or misappropriates in any material respect any valid and enforceable intellectual property rights of others. The Intellectual Property of the Company and its subsidiaries are subsisting, free and clear of all material liens and encumbrances, and have not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge, there are no third parties who have rights to any Intellectual Property, except for any customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Prospectus as licensed to the Company (collectively, "INTELLECTUAL PROPERTY"), other than or its subsidiaries and except for any rights retained by the United States government in Intellectual Property generally available on commercial terms arising from government funding; and, to the Company’s knowledge, there is no material infringement by third parties of any Intellectual Property. Other than as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is obligated to pay any royalty, grant a license or provide other sources. (b) consideration to any third party in connection with the Intellectual Property or in connection with the manufacture, use or sale of any of the Company’s product candidates. There is no material default pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product described in the Prospectus as under development, infringe, misappropriate or violate, any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, trademark, trade name, service name, copyright, trade secret and or other proprietary rights with respect to its products and technology. (d) of others. To the knowledge of the Company’s knowledge, the present business, activities Company and products its subsidiaries have complied in all material respects with the terms of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held each agreement pursuant to which Intellectual Property has been filedlicensed to the Company, and all such agreements are in full force and effect. To the Company's knowledge, there exists are no patent material defects in any of the patents or patent application held applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard the Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with its employees or consultants, and, to the Company’s knowledge, no employee of the Company or any of its subsidiaries or consultant is in or has been in violation 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 any of its subsidiaries. To Company’s knowledge, the duty of candor and good faith as required by any other person which includes claims that would be infringed the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with in all material respects; and in all foreign offices having similar requirements, all such requirements have been complied with in all material respects. The product candidates described in the Prospectus as under development by the Company in fall within the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge scope of the Companyclaims of one or more patents or pending patent applications owned by, or exclusively licensed to, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. (a) To the knowledge of the Company, the The Company has ownership of and its Subsidiaries own or license or legal have a valid right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in Intellectual Property Rights as are necessary to conduct the business of the Company and material its Subsidiaries as currently conducted or planned to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default be conducted by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has and its Subsidiaries, taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other personas a whole, except where the failure to have such infringement Intellectual Property Rights would not not, individually or in the aggregate, have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge Knowledge of the Company, neither the Company is not making unauthorized use nor any of its Subsidiaries infringes, misappropriates or violates in any material respect any Intellectual Property Rights of any confidential information third party, except where such infringement, misappropriation or trade secrets of any personviolation would not, individually or in the aggregate, have a Company Material Adverse Effect. Neither To the Company nor, to the knowledge Knowledge of the Company, no third party infringes, misappropriates or violates any Intellectual Property Rights owned or exclusively licensed by or to the Company or any of its employees Subsidiaries, except where such infringement, misappropriation or violation would not, individually or in the aggregate, have any agreements or arrangements with any persons other than a Company Material Adverse Effect. (b) Section 3.16(b) of the Company restricting Disclosure Letter contains a list as of the Company's date hereof of (i) all material registered United States, state and foreign trademarks, service marks, logos, trade dress and trade names and pending applications to register the foregoing; (ii) all United States and material foreign patents and patent applications; and (iii) all material registered United States and foreign copyrights and pending applications to register the same, in each case owned by the Company and its Subsidiaries. (c) (i) As of the date of this Agreement, there are no actions, suits or any such employee's engagement in business activities that are material aspects claims or administrative proceedings or investigations pending or, to the Knowledge of the Company's business , threatened that challenge or question the validity, enforceability or ownership of Intellectual Property Rights of the Company or any of its Subsidiaries. (d) The Company and its Subsidiaries have taken reasonable steps to protect the confidentiality of confidential information that is owned, used or held by the Company and its Subsidiaries in the conduct of the business. To the Knowledge of the Company, confidential information owned by Company or any of its Subsidiaries has not been used by or disclosed to any third party except pursuant to valid and appropriate non-disclosure or confidentiality agreements which have not been breached. Subject to Section 3.16(a) and the Company Material Adverse Effect qualification contained therein, the Company and its Subsidiaries are free to make, use, modify, copy, distribute, sell, license, import, export and otherwise exploit all Intellectual Property Rights owned by them (“Company Owned Intellectual Property Rights”) on an exclusive basis except for nonexclusive: (i) use pursuant to end-user licenses granted to customers; (ii) distribution rights granted to resellers or distributors in the ordinary course of business; or (iii) nondisclosure or confidentiality agreements pursuant to which any Person has been granted access to Company Owned Intellectual Property Rights without any right to exploit such Company Owned Intellectual Property Rights, except where the failure to make, use, modify, copy, distribute, sell, license, import, export and otherwise exploit such Company Owned Intellectual Property Rights would not, individually or in the aggregate, have a Company Material Adverse Effect. (e) All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception or development, or both, of the Company Owned Intellectual Property Rights (i) have been and are a party to “work-for-hire” arrangements with Company or one of its Subsidiaries or (ii) have assigned to Company or one of its Subsidiaries all ownership of all tangible and intangible property arising in connection with the conception or development of such Company Owned Intellectual Property Rights. (f) Section 3.16(f) of the Company Disclosure Letter contains a list of (i) each item of Third Party computer software that is (A) licensed to and actively marketed by the Company or any of its Subsidiaries and (B) material to the Company and it Subsidiaries taken as currently conducted a whole, and (ii) except as indicated in Section 3.16(f) of the Company Disclosure Letter, the Contracts pursuant to which the foregoing Third Party computer software is licensed to the Company or any of its Subsidiaries. The Company or one of its Subsidiaries owns, as proposed part of the Company Owned Intellectual Property Rights, or has acquired, pursuant to a valid license, rights to all Intellectual Property Rights incorporated into the products of the Company or any of its Subsidiaries or otherwise licensed or provided to such customers, in sufficient quantities and of sufficient scope to cover all of the Company’s and its Subsidiaries’ past and current use(s) of such Intellectual Property Rights and those reasonably anticipated to be conducted needed in the SEC Documentsbusinesses of the Company or any of its Subsidiaries, except where the failure to own such Intellectual Property Rights would not, individually or in the aggregate, have a Company Material Adverse Effect.

Intellectual Property. (a) To the knowledge Seller represents and warrants to Buyer that as of the CompanyExecution Date: (i) it is not aware of any claim made against it asserting the invalidity, misuse, unregistrability, unenforceability or non-infringement of any of its intellectual property which is the Company has ownership subject of this Agreement (the "Intellectual Property") or license or legal challenging its right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business ownership of any of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or making any adverse claim of ownership thereof; (ii) it is not aware of any pending, or threatened claim or litigation which alleges that Seller's activities to date relating to the Company has granted rights to others in Intellectual Property owned have violated, or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound conducting its business practice and commercially reasonable business judgment as currently proposed to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Companybe conducted hereunder would violate, the present business, activities and products of the Company do not infringe any intellectual property rights of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging ; (iii) to the Company with infringement best of any adversely held Intellectual Property has been filed. To the CompanySeller's knowledge, there exists has been no patent infringement or patent application held misappropriation by a third party of any other person which includes claims that would be of the Intellectual Property; (iv) to Seller's knowledge, its activities to date have not infringed or, by the Company in the conduct of conducting its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement hereunder would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Companyinfringe, any of its employees have the intellectual property rights of any agreements other person.; and (v) all Seller Process Technology Patent Rights or arrangements with Seller Product Technology Patent Rights are owned by Seller or, to Seller's knowledge, are validly licensed to Seller, provided, however, that in no event shall this subsection (v) be interpreted as a representation or warranty that the Seller Process Technology or Seller Product Technology does not infringe or misappropriate intellectual property rights of any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsthird party.

Intellectual Property. (ai) Schedule “C”, Section (y)(i) of the SVT Disclosure Letter lists all Owned Intellectual Property Registrations of Owned Intellectual Property Assets owned or purported to be owned by SVT. All required filings and fees related to such Owned Intellectual Property Registrations have been timely filed with and paid to the relevant Governmental Entities and authorized registrars, and all such Owned Intellectual Property Registrations are otherwise in good standing. SVT has provided the other Parties with true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all such Owned Intellectual Property Registrations. (ii) To the knowledge of SVT, except as set forth in Schedule “C”, Section (y)(ii) of the CompanySVT Disclosure Letter, SVT or one of its Subsidiaries is the Company sole and exclusive legal and beneficial, owner of its Owned Intellectual Property Registrations, and has ownership of or license or legal the valid right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights Intellectual Property used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in necessary for the conduct of its business as currently conducted conducted, in each case, free and clear of Liens (other than Permitted Liens), except, in each case, as proposed to be conducted in the SEC Documents, where such infringement would not have a an SVT Material Adverse Effect. To the knowledge . (iii) The Intellectual Property Assets of SVT and its Subsidiaries are all of the CompanyIntellectual Property necessary to operate the business of SVT and its Subsidiaries as presently conducted or as planned to be conducted. Except as set forth in Schedule “C”, Section (y)(iii) of the SVT Disclosure Letter, the Company is consummation of the transactions contemplated under this Agreement will not making unauthorized use result in the loss or impairment of or payment of any confidential information or trade secrets additional amounts with respect to, nor require the consent of any person. Neither other Person in respect of, the Company norSVT and its Subsidiaries right to own, to use or hold for use any Intellectual Property as owned, used or held for use in the knowledge conduct of the Company, any business of SVT and its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business Subsidiaries as currently conducted or as proposed planned to be conducted conducted. (iv) To the knowledge of SVT, and except as would not have an SVT Material Adverse Effect, SVT’s and its Subsidiaries’ rights in its Intellectual Property Assets of SVT are valid, subsisting and enforceable. SVT and its Subsidiaries have taken commercially reasonable steps to maintain the Intellectual Property Assets of SVT and to protect and preserve the confidentiality of all trade secrets included in the SEC DocumentsIntellectual Property Assets. (v) To the knowledge of SVT, and except as would not have an SVT Material Adverse Effect, (i) the conduct of SVT’s and its Subsidiaries’ business as currently conducted, and the Intellectual Property Assets as currently owned, licensed or used by SVT or its Subsidiaries, have not and do not infringe, misappropriate or otherwise violate the Intellectual Property or other rights of any Person and (ii) no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Owned Intellectual Property Assets of SVT. (vi) Neither SVT nor its Subsidiaries is subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or would restrict or impair the use of any of SVT’s or its Subsidiaries’ Intellectual Property Assets in any material respect.

Intellectual Property. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (athe “Intellectual Property”) To necessary to conduct their respective businesses as now conducted or as proposed to be conducted (other than the knowledge Pending Patents), except as such failure to own, possess or acquire such rights would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Company and its Subsidiaries have applied for all patents necessary to conduct its business as proposed to be conducted (the “Pending Patents”), except where the failure to acquire such patents would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. None of the Company’s Intellectual Property rights have expired or terminated, or, by the Company has ownership terms and conditions thereof, could expire or terminate within two years from the date of this Agreement, except as would not reasonably be expected, individually or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material aggregate, to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has and its Subsidiaries do not been notified that have any proceeding charging the Company with infringement knowledge of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed infringement by the Company in or its Subsidiaries of any trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding that has been brought against, or to the conduct of Company’s knowledge, being threatened against, the Company or its business as currently conducted and as proposed Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which would reasonably be expected to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To The Company and its Subsidiaries have taken reasonable security measures to protect the knowledge secrecy and confidentiality of the Intellectual Property (excluding any patents or patent applications that have or will become public) except where failure to do so would not reasonably be expected to have a Material Adverse Effect. Furthermore, (i) no present or former employee, officer, or director of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge agent or outside contractor or consultant of the Company, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Intellectual Property owned, purported to be owned, or licensed by the Company; (ii) each Company employee involved with the development of its employees have any agreements or arrangements Intellectual Property has entered into an invention assignment agreement with any persons other than the Company restricting and (iii) no employee of the Company's Company has misappropriated any trade secrets or other confidential information of any such employee's engagement other person in business activities that are material aspects the course of the performance of his or her duties as an employee of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. Except as set forth in Schedule 2.12, all Intellectual Property Rights purported to be owned by the Company or its Subsidiaries that were developed, worked on or otherwise held by any employee, officer, consultant or otherwise are owned free and clear by the Company or its Subsidiaries (aas the case may be) by operation of law or have been validly assigned to the Company or 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 the aggregate, be reasonably likely to have a Material Adverse Effect. The Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company and its Subsidiaries as presently conducted and as proposed to be conducted and the Company has taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of its material Intellectual Property Rights. To the knowledge of the Company, the Company has ownership of with such exceptions as are not, individually or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of aggregate, reasonably likely to have a Material Adverse Effect, the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default Rights purported to be owned by the Company under or its Subsidiaries do not infringe the intellectual property rights of any material licenses third party. Neither the Company nor its Subsidiaries has received any written notice or other material agreements under which written claim from any third party: (i) asserting that any of the Intellectual Property Rights purported to be owned by the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not Subsidiaries infringe any intellectual property right of such third party; (ii) challenging the validity, effectiveness or ownership by the Company or its Subsidiaries of any of the Intellectual Property Rights; or (iii) asserting that the Company or its Subsidiaries is in material default with respect to any license granting Intellectual Property Rights to the Company or its Subsidiaries other personthan, except where in each such infringement case, if the assertion, challenge or allegation in any such notice or claim were accurate or true, would not not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement no knowledge of any adversely held material infringement or improper use by any third party of any of the Company’s Intellectual Property has been filed. To the Company's knowledgeRights, there exists no patent other than any such infringement or patent application held by any other person which includes claims that improper use as would be infringed by the Company not, individually or in the conduct of its business as currently conducted and as proposed aggregate, be reasonably likely to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. (a) To the knowledge The Company or one of the CompanyCompany Subsidiaries owns, the Company has ownership of or license is licensed or legal right otherwise possesses legally enforceable rights to use use, all patentpatents, copyrighttrademarks, trade secretnames, trademarkservice marks, customer listscopyrights, designsand any applications for such patents, manufacturing or other trademarks, trade names, service marks and copyrights, processes, formulae, methods, schematics, technology, know-how, computer software, systems, data compilation, research results software programs or other applications and tangible or intangible proprietary rights used in information or material that are necessary to conduct the business of the Corporation as currently conducted, or proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect on the Corporation (the "Company Intellectual Property Rights"). The Company Disclosure Schedule lists (i) all patents and patent applications and all trademarks, registered copyrights, trade names and service marks, which the Company considers to be material to the business of the Corporation and included in the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from Rights, including the jurisdictions in which each such Company Intellectual Property Right has been issued or registered or in which any such application for such issuance and registration has been filed, (ii) all material licenses, sublicenses and other sourcesagreements as to which the Company or any of the Company Subsidiaries is a party and pursuant to which any person is authorized to use any Company Intellectual Property Rights, and (iii) all material licenses, sublicenses and other agreements as to which the Company or any of the Company Subsidiaries is a party and pursuant to which the Company or any of the Company Subsidiaries is authorized to use any third party patents, trademarks or copyrights, including software ("Company Third Party Intellectual Property Rights") which are incorporated in or form a part of any Corporation product that is material to its business. (b) There is no material default by Neither the Company nor any of the Company Subsidiaries is, nor will any of them be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any material licenses license, sublicense or other material agreements under which (i) agreement relating to the Company is granted rights in Intellectual Property Rights or (ii) the Company has granted rights to others in Third Party Intellectual Property owned or licensed by Rights, the Companybreach of which could have a Material Adverse Effect on the Corporation. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application all patents, registered trademarks, service marks and copyrights held by any other person which includes claims that would be infringed by the Company in or any of the conduct Company Subsidiaries are valid and subsisting. Neither the Company nor any of the Company Subsidiaries (i) has been sued (or threatened with suit or notified of a claim) involving a claim of infringement of any patents, trademarks, service marks, copyrights or violation of any trade secret or other proprietary right of any third party; and (ii) has any knowledge that the manufacturing, marketing, licensing or sale of its business as currently conducted and as proposed to be conducted in the SEC Documentsproducts or services infringes any patent, where such trademark, service mark, ▇▇pyright, trade secret or other proprietary right of any third party, which infringement would could have a Material Adverse Effect. To Effect on the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsCorporation.

Intellectual Property. (a) To The Acquired Company owns all right, title and interest in and to the knowledge Business Intellectual Property, free and clear of Liens other than Permitted Liens. Seller has taken reasonable measures to protect, preserve and maintain all of the CompanyBusiness Intellectual Property, including the use of reasonable security measures to protect and preserve the confidentiality of all trade secrets, if any, and other proprietary information. The Business Intellectual Property includes, or the Acquired Company has ownership of or license or legal the unrestricted right to use use, any and all patentoperations manuals, copyrightmaintenance and support manuals, trade secretspecifications, trademarkdesign documentation, customer listsflowcharts, designsrequirements documents, manufacturing or other processesoperating procedures, computer softwareand similar Intellectual Property, systemsincluding the know-how embodied therein, data compilation, research results or other proprietary rights used in necessary to operate the business of the Acquired Company and as conducted as of the date of this Agreement in all material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesrespects. (b) There is no material default by the Company under any material licenses or other material agreements under which The Business Intellectual Property combined with (i) the Company is granted rights in Intellectual Property or licensed pursuant to (A) the Shared Contracts and (B) the Transferred Contracts, (ii) the Company has granted rights to others in Intellectual Property owned (A) that will be licensed to Buyer under the Transition Services Agreement or licensed that will be utilized by Seller to provide “Services” under the CompanyTransition Services Agreement or (B) that relates to “Excluded Services” under the Transition Services Agreement, and (iii) the Seller Marks, constitutes all of the Intellectual Property necessary to operate the business of the Acquired Company as conducted as of the date of this Agreement in all material respects. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patentTo Seller’s Knowledge, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its the business as currently conducted of the Acquired Company and the use of the Business Intellectual Property does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, the Intellectual Property or other rights of any Person. Since January 1, 2023, there have been, and as proposed of the Closing Date there are, no legal disputes or Actions pending or, to be conducted in Seller’s Knowledge, threatened, that alleges any such infringement, dilution, misappropriation, or violation. None of the SEC Documents, where Business Intellectual Property is subject to any outstanding Order that would materially and adversely affect the Acquired Company’s rights under such infringement would have a Material Adverse EffectBusiness Intellectual Property. To Seller’s Knowledge, no Person is infringing, violating or misappropriating, any Business Intellectual Property, and no dispute or Action is pending or threatened by the knowledge of the Acquired Company, the Company is not making unauthorized use Seller or its Affiliates against another Person that alleges any infringement, dilution, violation or misappropriation of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsBusiness Intellectual Property.

Intellectual Property. (a) To the knowledge of the Company, The Company and the Company has ownership of Subsidiaries either own or license or legal have the right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and Intellectual Property that is material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company used in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effectbusiness. To the knowledge of the Company, the conduct of the business of the Company is and the Company Subsidiaries as currently conducted does not making unauthorized use infringe upon or violate in any material respect the Intellectual Property rights (including patent rights) or other proprietary rights, including rights of privacy, publicity and endorsement, of any confidential information third party, and, except as would not, individually or trade secrets of any person. Neither in the aggregate have a Company Material Adverse Effect, no claim has been asserted in writing against the Company nor, or any Company Subsidiary or to the knowledge of the Company, is currently threatened, against the Company or any Company Subsidiary that the conduct of the business of the Company and the Company Subsidiaries as currently conducted infringes upon or may infringe upon or violates the Intellectual Property rights of any third party. (a) With respect to each item of Intellectual Property owned by the Company or a Company Subsidiary (“Company Owned Intellectual Property”) that is material to the business of the Company and the Company Subsidiaries, taken as a whole, the Company or a Company Subsidiary is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property (subject to the terms of any license agreements with customers, distributors, resellers and the like), and is entitled to use such Company Owned Intellectual Property in the continued operation of its employees have any agreements or arrangements with any persons other than business. (b) The Company Owned Intellectual Property is valid and enforceable, except as would not be material to the Company restricting and the Company's Company Subsidiaries, taken as a whole, and has not been adjudged invalid or any such employee's engagement unenforceable in business activities that are material aspects whole or in part, and to the knowledge of the Company's , no person is engaging in any activity that infringes upon the Company Owned Intellectual Property in a manner that would materially affect the business of the Company and the Company Subsidiaries, taken as currently conducted a whole. (c) With respect to each item of Intellectual Property licensed to the Company or a Company Subsidiary (“Company Licensed Intellectual Property”) that is material to the business of the Company and the Company Subsidiaries, taken as proposed a whole, the Company or a Company Subsidiary has the right to be conducted use such Company Licensed Intellectual Property in the SEC Documentscontinued operation of its business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property. Except as would not have a Company Material Adverse Effect, and 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, 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, and to the knowledge of the Company, no other party to any license of the Company Licensed Intellectual Property to the Company is in breach thereof or default thereunder. (d) All registrations with and applications to any Governmental Authority in respect of the Company Owned Intellectual Property (other than with respect to inventions for which no patent application has been filed) material to the conduct of the business of the Company and the Company Subsidiaries as presently conducted that are necessary for the protection of such Intellectual Property rights under applicable Laws have been made and are valid and in full force and effect. (e) Neither the execution of this Agreement nor the consummation of any Transaction shall materially adversely affect any of the Company’s or any Company Subsidiary’s rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property, in each case that is material to the conduct of the business of the Company and the Company Subsidiaries as presently conducted. The representations and warranties contained in this Section 3.13 are the only representations and warranties being made by the Company with respect to any infringement, misappropriation or other violation of the Intellectual Property Rights of any person.

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material its Significant Subsidiary owns, or is licensed to the Company use (collectivelyin each case, "INTELLECTUAL PROPERTY"free and clear of any claims, liens or encumbrances), other than all Intellectual Property generally available on commercial terms from other sources. (bas defined below) There is no material default by the Company under any material licenses used in or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in necessary for the conduct of its business as currently conducted and as proposed to be conducted in conducted; (b) the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither Intellectual Property by the Company norand its Significant Subsidiary does not, to the knowledge of the Company, infringe on or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which the Company or its Significant Subsidiary acquired the right to use any Intellectual Property; (c) no person is challenging, infringing on or otherwise violating any right of the Company or any of its employees have Significant Subsidiary with respect to any agreements material Intellectual Property owned by or arrangements with any persons other than licensed to the Company restricting or its Significant Subsidiary; (d) to the Company's or any such employee's engagement in business activities that are material aspects knowledge of the Company's business as currently conducted , neither the Company nor its Significant Subsidiary has received any notice of any pending claim with respect to any Intellectual Property used by the Company or as proposed its Significant Subsidiary; and (e) to the knowledge of the Company, no Intellectual Property owned or licensed by the Company or its Significant Subsidiary is being used or enforced in a manner that would be conducted expected to result in the SEC Documentsabandonment, cancellation or unenforceability of such Intellectual Property. In this Section 1(xxviii), “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 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 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; and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and any similar intellectual property or proprietary rights.

Intellectual Property. (a) To the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) Upon the Company is granted rights request of Agent, in Intellectual Property order to facilitate filings with the United States Patent and Trademark Office or any similar office or agency in any jurisdiction and the United States Copyright Office or any similar office or agency in any jurisdiction, each Grantor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’s Lien on such Grantor’s Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby; (ii) Each Grantor shall have the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patentduty, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company is necessary in the conduct of such Grantor’s business, to protect and diligently enforce and defend at such Grantor’s expense its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norIntellectual Property, to the knowledge extent commercially reasonable to do so as determined in its reasonable business judgment, including (A) to diligently enforce and defend, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application or service ▇▇▇▇ application that is part of the CompanyTrademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to require all employees, consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual Property to sign agreements containing assignment of Intellectual Property rights and obligations of confidentiality. Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in the conduct of such Grantor’s business. Each Grantor hereby agrees to take the steps described in this Section 6(g)(ii) with respect to all new or acquired Intellectual Property which is included in the Collateral, to the extent commercially reasonable to do so, to which it or any of its employees Subsidiaries is now or later becomes entitled that is necessary in the conduct of such Grantor’s business; (iii) Grantors acknowledge and agree that the Lender Group shall have no duties with respect to any agreements Intellectual Property or arrangements Intellectual Property Licenses of any Grantor. Without limiting the generality of this Section 6(g)(iii), Grantors acknowledge and agree that no member of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but any member of the Lender Group may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) in accordance with the Credit Agreement, shall be for the sole account of Borrower and shall be chargeable to the Loan Account; Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iv) Grantors shall have no duty to register with the U.S. Copyright Office any persons unregistered copyrights (whether in existence on the Closing Date or thereafter acquired, arising, or developed) unless (i) Borrower provides Agent with written notice of the applicable Grantor intent to register such copyrights not less than 30 days prior to the date of the proposed registration, and (ii) prior to such registration, the applicable Grantor execute and deliver to Agent an Copyright Security Agreement, or such other than documentation as Agent deems necessary in order to perfect and continue perfected Agent’s Liens on such copyrights following such registration; (v) On each date on which a Compliance Certificate is delivered by Borrower pursuant to Section 5.1 of the Company restricting Credit Agreement, each Grantor shall provide Agent with a written report of all new Patents or Trademarks that are registered or the Company's or any such employee's engagement in business activities subject of pending applications for registrations, and of all Intellectual Property Licenses that are material aspects to the conduct of such Grantor’s business, in each case, which were acquired, registered, or for which applications for registration were filed by any Grantor during the prior period and any statement of use or amendment to allege use with respect to intent-to-use trademark applications. In the case of such registrations or applications therefor, which were acquired by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Intellectual Property. In each of the Company's business foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such Patent and Trademark registrations and applications therefor (with the exception of Trademark applications filed on an intent-to-use basis for which no statement of use or amendment to allege use has been filed) and Intellectual Property Licenses as currently conducted being subject to the security interests created thereunder; (vi) Anything to the contrary in this Agreement notwithstanding, in no event shall any Grantor, either itself or through any agent, employee, licensee, or designee, file an application for the registration of any Copyright with the United States Copyright Office or any similar office or agency in another country without giving Agent written notice thereof at least three (3) Business Days prior to such filing and complying with Section 6(g)(i). Upon receipt from the United States Copyright Office of notice of registration of any Copyright, each Grantor shall promptly (but in no event later than three (3) Business Days following such receipt) notify (but without duplication of any notice required by Section 6(g)(vii) Agent of such registration by delivering, or causing to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright. If any Grantor acquires from any Person any Copyright registered with the United States Copyright Office or an application to register any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than three (3) Business Days following such acquisition) notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright. In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantor shall promptly (but in no event later than three (3) Business Days following such acquisition) file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as proposed a co-owner thereof, if such is the case) of such Copyrights; and (vii) Each Grantor shall take, to be conducted the extent commercially reasonable, steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property that is necessary in the SEC Documentsconduct of such Grantor’s business, including, as applicable (A) protecting the secrecy and confidentiality of its confidential information and trade secrets by having and enforcing a policy requiring all current employees, consultants, licensees, vendors and contractors with access to such information to execute appropriate confidentiality agreements; (B) taking actions reasonably necessary to ensure that no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all software programs and applications of which it is the owner or licensee by having and enforcing a policy requiring any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use and non-disclosure restrictions. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (viii) Each Grantor agrees to take all necessary steps, including making all necessary payments and filings in connection with registration, maintenance, and renewal of each Grantor’s Patents and Trademarks that are material to the conduct of each Grantor’s business.

Intellectual Property. (a) To Except as would not be reasonably likely to have a Material Adverse Effect: (i) Parent and its Subsidiaries, collectively, own, or are licensed or otherwise possess legally enforceable rights to use the knowledge Intellectual Property. (ii) Neither Parent nor any of its Subsidiaries is, nor will, as a result of the Companyexecution and delivery of the Transaction Agreements or the performance by Parent of any of its obligations thereunder, be in breach of any license, sublicense or other agreement relating to the Intellectual Property. (iii) (A) Each patent, trademark, service ▇▇▇▇ and copyright owned by either Parent or its Subsidiaries which is used in the Business as currently conducted is subsisting and, to Parent's knowledge, valid and enforceable; (B) neither Parent nor its Subsidiaries, as of the date hereof, is a party to any currently pending Litigation which involves a claim of infringement of any patent, trademark, service ▇▇▇▇ or copyright or violation of any trade secret or other proprietary right of any third party, or has received written notice of any such threatened claim; (C) to Parent's knowledge, the Company has ownership manufacturing, marketing, licensing or sale of any products of the Business, taken as a whole, in the manner currently manufactured, marketed, sold or license or legal right to use all licensed by the Business, does not infringe any patent, trademark, service ▇▇▇▇, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results secret or other proprietary rights used in the business right of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesany third party. (b) There is no After the Closing Date, the Bison Subsidiaries will have the right to use all Intellectual Property material default by to the Company under any material licenses or other material agreements under which Business (i) which is used in the Company is granted rights in Intellectual Property Business as of the date hereof or (ii) which the Company has granted rights Bison Subsidiaries have the right to others use in the Business as of the date hereof, in each case to the extent that such Intellectual Property owned or licensed is held by the Company. (c) The Company believes it has taken those steps required Bison Subsidiaries from Parent or the Non-Bison Subsidiaries and in accordance with sound business practice each case solely to the extent of the Bison Subsidiaries' rights of use in such Intellectual Property as of the date hereof; provided, however, that the foregoing representation and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights warranty shall not apply with respect to its products and technology. the Retained IP (d) To at that term is defined in the knowledge of the CompanyRetained IP Agreement), the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person rights to which includes claims that would be infringed by the Company are exclusively as set forth in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC DocumentsRetained IP Agreement.

Intellectual Property. (a) To the knowledge of the Company, All Intellectual Property Rights purported to be owned by the Company has ownership or any of its Subsidiaries that were developed, worked on or license otherwise held by any employee, officer, consultant or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of otherwise are owned free and clear by the Company and material 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 (collectively, "INTELLECTUAL PROPERTY"), as the case may be) other than those Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by Rights where the Company under any material licenses failure to own or other material agreements under which (i) the Company is granted assign such rights would not, individually or in Intellectual Property or (ii) the Company has granted rights its aggregate be reasonably likely to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct and each of its business Subsidiaries as currently presently conducted and as proposed to be conducted conducted. To the Knowledge of the Company, with such exceptions as are not, individually or in the SEC Documents, where such infringement would aggregate reasonably likely to have a Material Adverse Effect, the Intellectual Property Rights purported to be owned by the Company or any of its Subsidiaries do not infringe the intellectual property rights of any third party. To the knowledge Knowledge of the Company, the Company is conduct of the Company’s and its Subsidiaries’ businesses as currently conducted does not making unauthorized use infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property Rights of any confidential information third party or trade secrets of any person. Neither the Company norconfidentiality obligation owed to a third party, and, to the knowledge Company’s Knowledge, the Intellectual Property Rights and Confidential Information of the Company and its Subsidiaries which are necessary for the conduct of Company, any ’s and each of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted in are not being Infringed by any third party. There is no litigation or order pending or outstanding or, to the SEC DocumentsCompany’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 and its Subsidiaries and the Company’s and its Subsidiaries’ use of any Intellectual Property Rights or Confidential Information owned by a third party, and, to the Company’s Knowledge, there is no valid basis for the same.

Intellectual Property. Except as disclosed to the Investors or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ai) To the Company and its subsidiaries own, or have a license to, all patents, patent applications, patent rights, trademarks, service marks, trade names, trademark registrations, service mark 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, “Company Intellectual Property”) currently used in the conduct of their respective businesses, free and clear of all liens, security interests or encumbrances and such Company Intellectual Property is subsisting and unexpired, and to the knowledge of the Company, valid, enforceable, and free of material defects; (ii) to the knowledge of Company, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any intellectual property or contractual rights of any person; (iii) the Company and its subsidiaries have not received any written notice of any claim relating to Company Intellectual Property; (iv) to the knowledge of the Company, the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There and its subsidiaries is no material default by the Company under any material licenses not being infringed, misappropriated or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held otherwise violated by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC DocumentsPerson; (v) there are no actions pending, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than threatened against the Company restricting or its subsidiaries relating to Company Intellectual Property; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or its subsidiaries, as applicable, and, to the Company's ’s knowledge, all such agreements are in full force and effect; and (vii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard Company Intellectual Property and to require all employees and contractors (A) with access to trade secrets and confidential information to execute non-disclosure and confidentiality agreements with the Company or any such employee's engagement its subsidiaries, as applicable, and (B) who have been involved in business activities that are the creation, invention or development of material aspects Company Intellectual Property for or on behalf of the Company's business Company to assign in writing to the Company or its subsidiaries, as currently conducted or as proposed to be conducted in the SEC Documentsapplicable, all of their rights therein.

Intellectual Property. (a) To Section 3.18 of the knowledge Disclosure Schedule contains a complete and accurate list of all (a) patented or registered Intellectual Property owned by the Company or any of its Subsidiaries, (b) pending patent applications and applications for registrations of other Intellectual Property filed by the Company or any of its Subsidiaries, (c) material unregistered trade names and corporate names owned or used by the Company or any of its Subsidiaries (with any such trade names and corporate names used pursuant to a license being specifically designated as "licensed") and (d) material unregistered trademarks, service marks, copyrights, and computer software owned or used by the Company or any of its Subsidiaries (with any such trademarks, service marks, copyrights, and computer software used pursuant to a license being specifically designated as "licensed"). Section 3.18 of the Disclosure Schedule also contains a complete and accurate list of all licenses and other rights granted by the Company or any of its Subsidiaries to any third party with respect to any Intellectual Property and all material licenses and other rights granted by any third party to the Company or any of its Subsidiaries with respect to any Intellectual Property, in each case identifying the subject Intellectual Property. All of the material licenses set forth in Section 3.18 of the Disclosure Schedule are valid and binding obligations of the Company or any of its Subsidiaries, and to the Knowledge of the Company, the other parties thereto, and are enforceable against the Company has ownership or any of or license or legal right its Subsidiaries, and to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business Knowledge of the Company and material Company, the other parties thereto, in accordance with their respective terms, except to the Company (collectivelyextent that the enforceability thereof may be limited by bankruptcy, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sourcesinsolvency or similar laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity. (b) There is no material default by Except as set forth in Section 3.18 of the Disclosure Schedule, the Company under any material licenses or other material agreements under which (i) a Subsidiary owns and possesses all right, title and interest in and to, or has the right to use pursuant to a valid license, all Intellectual Property necessary for the operation of the businesses of the Company is granted rights in and its Subsidiaries as presently conducted (any such Intellectual Property that is used pursuant to a valid license and set forth in Section 3.18 of the Disclosure Schedule being specifically designated as "licensed"). The Company and its Subsidiaries have not infringed, misappropriated or (ii) otherwise conflicted with, and the operation of the Company's and its Subsidiaries' businesses as currently conducted or as currently proposed to be conducted will not infringe, misappropriate or otherwise conflict with, any Intellectual Property of any third party. The Company and its Subsidiaries have no Knowledge of any facts which indicate a likelihood of any of the foregoing, and the Company has granted rights and its Subsidiaries have not received any notices regarding any of the foregoing (including, without limitation, any demands or offers to others in license any Intellectual Property owned or licensed by the Companyfrom any third party). (c) The To the Company's Knowledge, no third party has infringed, misappropriated or otherwise conflicted with any Intellectual Property owned by the Company believes it has taken those steps required in accordance with sound business practice or its Subsidiaries, and commercially reasonable business judgment to establish the Company and preserve its ownership Subsidiaries are not aware of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technologyany facts that indicate a likelihood of any of the foregoing. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property No loss or expiration of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business Intellectual Property is threatened, pending or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as currently conducted a result of any act or as proposed omission by the Company, including, without limitation, a failure by the Company to be conducted in the SEC Documentspay any required maintenance fees).

Intellectual Property. To the Company’s Knowledge, the Company owns, possesses or has valid, binding and enforceable rights to use the Company Intellectual Property (aas defined below) To through ownership or otherwise. Except as described in the SEC Reports, (A) the Company has not received any written notice, nor to the Company’s knowledge, any other notice, of any infringement by the Company with respect to any Intellectual Property (as defined below) of any third party, (B) the Company’s commercial products as described in SEC Reports do not, to the Company’s knowledge, infringe or interfere with any right or valid patent claim of any third party, (C) to the Company’s Knowledge, the Company Intellectual Property consisting of patents and patent applications that are owned by the Company (the “Company Patents”) has been duly and properly filed; the Company is not aware of any facts required to be disclosed to the United States Patent and Trademark Office (the “PTO”) that were not disclosed to the PTO and which would preclude the grant of a patent for the Company Patents; and the Company is not aware of any facts which would preclude it from having clear title to the Company Patents that have been identified by the Company as being owned by the Company. For purposes of this Agreement, “Intellectual Property” means patents, patent rights, trademarks, servicemarks, trade dress rights, copyrights, trade names and domain names, and all registrations and applications for each of the foregoing, trade secrets, know-how (including other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions and technology, and “Company Intellectual Property” means Intellectual Property that is reasonably necessary or used in any material respect to conduct the business of the Company, as described in the SEC Reports. Except as described in the SEC Reports, or as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, the Company has ownership complied with the United States Patent and Trademark Office (the “PTO”) and applicable foreign patent authorities duty of or license or legal right candor and disclosure for all patent applications directed to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default that are owned by the Company under any material licenses or other material agreements under which (i) the Company is granted rights prosecuting on behalf of the owner of such patent applications (the “Company Patent Applications”) and has made no material misrepresentation in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the CompanyPatent Applications. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company has not been notified that any proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documents.

Intellectual Property. (a) Section 3.15(a) of the Company Disclosure Schedule sets forth a list of all Owned Company IP that is the subject of a registration or pending application with a Governmental Entity. Except as would not reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company and its Subsidiaries collectively own all right, title and interest in all Owned Company IP and have a valid right to use all Licensed Company IP, in each case, free and clear of any Liens and (ii) there are no obligations to, covenants to or restrictions from third parties affecting the Company’s or its applicable Subsidiary’s use, enforcement, transfer or licensing of the Owned Company IP. (b) The Owned Company IP and Licensed Company IP constitute all the Intellectual Property necessary and sufficient to conduct the businesses of the Company and its Subsidiaries as they are currently conducted. The consummation of the transactions contemplated hereby will not alter or impair the Company IP in any material respect. (c) The Owned Company IP that is the subject of a registration with a Governmental Entity is subsisting, enforceable and, to the knowledge of the Company, valid. To the knowledge of the Company, the Licensed Company has ownership IP that is the subject of or license or legal right to use all patenta registration with a Governmental Entity is valid, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company subsisting and material to the Company (collectively, "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technologyenforceable. (d) To the knowledge of the Company, neither the present businessOwned Company IP, activities and products nor the operation of the businesses of the Company do not infringe or its Subsidiaries, has infringed, misappropriated or otherwise violated, or is currently infringing, misappropriating or otherwise violating, any intellectual property Intellectual Property of any other person, except where such infringement would not have a Material Adverse Effect. The third party. (e) No material Owned Company has not been notified that any proceeding charging the IP or material Licensed Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent IP is being used or patent application held by any other person which includes claims that would be infringed enforced by the Company in the conduct of its business as currently conducted and as proposed to be conducted a manner that would result in the SEC Documentsabandonment, where cancellation or unenforceability of such infringement would have a Material Adverse EffectIntellectual Property. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Owned Company IP. (f) The Company and its Subsidiaries have taken commercially reasonable steps to maintain the confidentiality of their material trade secrets, and none of such material trade secrets have been disclosed to any third party, except pursuant to written and enforceable confidentiality obligations. (g) Section 3.15(g) of the Company is not making unauthorized use Disclosure Schedule sets forth a correct and complete list of any confidential information all material software, databases, applications and programs owned or trade secrets of any person. Neither purported to be owned by the Company norand its Subsidiaries (the “Proprietary Software”). The Company and its Subsidiaries own all right, title and interest in and to all versions of the Proprietary Software. All Proprietary Software was developed by either (x) contractors or consultants of the Company or its Subsidiaries who have executed written agreements assigning all their rights and title in and to the Proprietary Software to the Company or its Subsidiaries or (y) employees of the Company or its Subsidiaries acting within the scope of their employment. The Company maintains the source code for all Proprietary Software in confidence and has not disclosed its source code to any third party. Except as would not reasonably be expected to have a Material Adverse Effect on the Company, none of the Proprietary Software includes any timer, clock, counter, virus or other limiting design, routine or instructions: (i) which have destructive capabilities; (ii) which could cause the Proprietary Software (or any portion thereof) to become erased, inoperable or otherwise incapable of being used in the manner for which it was designed; (iii) which would render any hardware or software inoperable; or (iv) which would cause data to become damaged or removed. To the extent the Company or any of its Subsidiaries use, or the Proprietary Software incorporates, any “open source” or “copyleft” software, or the Company or any of its Subsidiaries are a party to “open” or “public source” or similar licenses, to the knowledge of the Company, the Company and its Subsidiaries are in compliance with the terms of any such licenses, and are not required under any such license to (a) make or permit any disclosure or to make available any source code for the Proprietary Software (or any of its employees have licensors’ proprietary software) or (b) distribute or make available any agreements of the Proprietary Software or arrangements with other Intellectual Property (or to permit any persons other than such distribution or availability). (h) Section 3.15(h) of the Company restricting Disclosure Schedule sets forth a correct and complete list of all material trading, valuation or other algorithms owned or purported to be owned by the Company's or any such employee's engagement Company and its Subsidiaries (the “Proprietary Algorithms”). The Company and its Subsidiaries own all right, title and interest in business activities that are material aspects and to all versions of the Company's business as currently conducted Proprietary Algorithms. All Proprietary Algorithms were developed by either (x) contractors or as proposed consultants of the Company or its Subsidiaries who have executed written agreements assigning all their rights and title in and to be conducted in the SEC DocumentsProprietary Algorithms to the Company or its Subsidiaries or (y) employees of the Company or its Subsidiaries acting within the scope of their employment.

Intellectual Property. (a) To The Company and its Subsidiaries own or have the knowledge of the Company, the Company has ownership of or license or legal right to use all patentIntellectual Property necessary for the operation of its business as presently conducted (collectively, copyrightthe “Company Intellectual Property”) free and clear of all Encumbrances except for Permitted Encumbrances, trade secretexcept where the failure to own or have the right to use such Intellectual Property would not, trademarkindividually or in the aggregate, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used be reasonably expected to have a Company Material Adverse Effect. The use of the Company Intellectual Property by the Company and its Subsidiaries in the operation of the business of the Company and material to the Company (collectivelyas presently conducted does not infringe upon, "INTELLECTUAL PROPERTY"), other than misappropriate or otherwise conflict with any Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other personPerson, except where for such infringement matters that would not not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The Company has not been notified that any proceeding charging and its Subsidiaries exclusively own the Company with infringement of any adversely held material Intellectual Property has been filed. To the Company's knowledge, there exists no patent or patent application held by any other person which includes claims that would applications and registrations purported to be infringed owned by the Company or its Subsidiaries, free and clear of all Encumbrances, and such registrations are in full force and effect, and to the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge Knowledge of the Company, the valid and enforceable in all material respects. The Company is not making unauthorized and its Subsidiaries use of any confidential information or and have used commercially reasonable efforts to protect their material trade secrets of any person. Neither the Company norand confidential information, and, to the knowledge Knowledge of the Company, any there have been no material compromises thereof. There are no information technology (including oil and gas infrastructure control system) deficiencies material to the business of its employees have any agreements or arrangements with any persons other than the Company restricting or its Subsidiaries, the Company's Company and its Subsidiaries take reasonable measures with respect to cybersecurity and business continuity and, since two (2) years prior to the date hereof, there have been no material information technology (including oil and gas infrastructure control system) outages nor any material information system, data or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted other cybersecurity breaches or as proposed to be conducted in the SEC Documentscompromises.

Intellectual Property. (a) To Investview and its subsidiaries own or possess the knowledge of the Company, the Company has ownership of or license or legal right to use all patentpatents, copyrightpatent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or non-patentable proprietary or confidential information or procedures), trademarks, service marks, trade secretnames, trademarkdomain names, customer listscopyrights, designsand other intellectual property, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business and registrations and applications for registration of any of the Company and material to the Company foregoing (collectively, "INTELLECTUAL PROPERTY")“Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, other than to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective 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 generally available on commercial terms from of any other sources. person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (bin each case that has not been resolved) There is no material default alleging that by conducting their business as described in the Company under SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any material licenses or other material agreements under which (i) of the Company is granted rights in Intellectual Property of any other person or (ii) the Company has granted rights to entity. Investview knows of no infringement, misappropriation or violation by others in of Intellectual Property owned by or licensed by the Company. (c) The Company believes it has taken those steps required to Investview or its subsidiaries which would reasonably be expected to result in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology. (d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect. The Company 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 confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has not been notified that any proceeding charging the Company with infringement obtained or is being used by Investview or its subsidiaries in violation of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent contractual obligation binding on Investview or patent application held by any other person which includes claims that would be infringed by the Company in the conduct of its business as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company norsubsidiaries or, to the knowledge of the CompanyInvestview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its employees have any agreements subsidiaries is free and clear of all liens, encumbrances, defects or arrangements with any persons other restrictions (other than non-exclusive licenses granted in the Company restricting the Company's ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any such employee's engagement Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in business activities that are material aspects settlement of the Company's business as currently conducted any pending or as proposed threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to be conducted result in the SEC Documentsa Material Adverse Effect.

Intellectual Property. (a) To the knowledge of the Company’s Knowledge, the Company has ownership and its Subsidiaries own (free and clear of all material liens or security interests), possess, license or legal right have other rights to use use, all patentpatents, copyrightpatent applications, trade secretand service marks and other protectable source code indicators, trademarktrade and service ▇▇▇▇ applications and registrations, customer listscopyrights, designstrade secrets (including inventions, manufacturing technology and know-how), domain names, mask works and other intellectual property rights and similar proprietary rights necessary or material to the conduct of their respective businesses as currently conducted (collectively, the “Intellectual Property Rights”). To the Company’s Knowledge, the issued patents, trademark registrations and copyright registrations owned by the Company and its Subsidiaries included within the Intellectual Property Rights that are material to the conduct of their respective businesses are valid, enforceable and subsisting. (b) To the Company’s Knowledge, there is no infringement by third parties of any of the Intellectual Property Rights owned by the Company or any of its Subsidiaries (collectively, “Owned Intellectual Property Rights”). No action, suit, claim or other processesproceeding is pending or, computer softwareto the Company’s Knowledge, systemsthreatened, data compilationchallenging the validity, research results enforceability or use by the Company or any of its Subsidiaries of any of the Owned Intellectual Property Rights. No action, suit, claim or other proceeding is pending or, to the Company’s Knowledge, threatened, challenging the Company’s or any Subsidiary’s ownership rights in or to any Owned Intellectual Property Rights. The use, manufacture and sale by the Company and its Subsidiaries of any of their respective proprietary rights used products and processes referred to in the SEC Filings in the current conduct of their respective businesses do not currently infringe any Intellectual Property Right (with respect to patents, any valid patent claim) of any third party, except as would not have or reasonably be expected to have a Material Adverse Effect. (c) To the Company’s Knowledge, no third party has any ownership right in or to any Owned Intellectual Property Rights material to the conduct of the business of the Company and or any of its Subsidiaries. To the Company’s Knowledge, no employee, consultant or independent contractor that has developed any Owned Intellectual Property Rights material to the conduct of the business of the Company (collectively, "INTELLECTUAL PROPERTY"), other than or any of its Subsidiaries is in violation in any material respect of any term of any invention assignment agreement or nondisclosure agreement with a former employer or third party with whom they were engaged as an independent contractor where the basis of such violation relates to such employee’s or independent contractor’s development of Intellectual Property generally available on commercial terms from other sources. (b) There is no material default by Rights undertaken while employed or engaged with the Company under or any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company. (c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technologySubsidiary. (d) To The Company and each of its Subsidiaries has taken commercially reasonable measures to protect its Confidential Information and trade secrets constituting Owned Intellectual Property Rights that are material to the knowledge conduct of the businesses of the Company and its Subsidiaries and to maintain and safeguard such Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. (e) All of the agreements containing licenses and sublicenses granting to the Company or its Subsidiaries a right to use third party Intellectual Property Rights which are material to the conduct of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted (other than non-exclusive licenses for commercially available software or software services) (collectively, the present business, activities and products “License Agreements”) are binding obligations of the Company do not infringe any intellectual property of any or its Subsidiaries that are parties thereto and, to the Company’s Knowledge, the other personparties thereto, and, to the Company’s Knowledge, are enforceable in accordance with their terms, except where such infringement would not have a Material Adverse Effect. The Company has not been notified to the extent that any proceeding charging enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the Company with infringement enforcement of any adversely held Intellectual Property has been filedcreditors’ rights generally. To the Company's knowledge’s Knowledge, there exists no patent neither the Company nor any of its Subsidiaries is in material breach of or patent application held by default under, nor has provided or received any other person which includes claims that would be infringed notice of any intention to terminate, any such License Agreement. (f) The consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in a material loss, impairment of or restriction on the Company’s or any Subsidiaries’ ownership or right to use any of the Owned Intellectual Property Rights or Intellectual Property Rights licensed or sublicensed to the Company or its Subsidiary pursuant to a License Agreement, in each case, that are material to and necessary for the conduct of the Company’s and each of its business Subsidiaries’ respective businesses as currently conducted and as proposed to be conducted in the SEC Documents, where such infringement would have a Material Adverse Effect. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company's business as currently conducted or as proposed to be conducted in the SEC Documentsconducted.