Common use of Intellectual Property Clause in Contracts

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of The Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all (i) Registered Intellectual Property included necessary for or currently used in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Businessbusiness of the Seller as presently conducted and as presently proposed to be conducted. Sellers exclusively own all, right, title and interest in all Owned Each item of Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound Property owned or used by any outstanding judgment, injunction, order the Seller immediately prior to the Closing hereunder will be owned or decree or any contractual obligation materially restricting the available for use by a the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. The Seller has taken all necessary or desirable action to protect each item of the Owned Intellectual Property, Property that it owns or materially restricting the licensing thereof to any Personuses. With respect to the Registered such Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), Property: (i) all such Registered The Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property is subsisting andrights of third parties, to Sellers’ Knowledgeand the Seller has never received any charge, valid and enforceablecomplaint, claim, or notice alleging any such interference, infringement, misappropriation, or violation. To the Knowledge of the Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of the Seller. (ii) a Section 2(j) of the Disclosure Schedule identifies each patent, trademark or copyright registration which has been issued to the Seller is with respect to any of its Intellectual Property and the owner call letters (current and past) of recordthe Stations, identifies each pending patent, trademark or copyright application for registration which the Seller has made with respect to any of its Intellectual Property, and (iii) all maintenance fees and filings that are required identifies each license, agreement, or other permission which the Seller has granted to be made any third party with respect to maintain such Registered any of its Intellectual Property have been timely made (taking into account together with any applicable grace periodsexceptions). (b) Schedule 4.09(b) sets forth, or at . The Seller has delivered to the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true correct and complete copies of all such patents, trademarks or copyright registrations, applications, licenses, agreements, and permissions (as amended to date) and has made available to the Buyer correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. With respect to each item of Intellectual Property Licenses. All such Intellectual Property Licenses arethat the Seller owns: (A) the Seller possesses all right, title, and interest in and to the item and all registrations and applications are in full force and effect; (B) the item is not subject to any outstanding judgment, order, decree, stipulation, injunction, or charge; (C) no charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand is pending or, to Sellers’ Knowledgethe Knowledge of the Seller, validis threatened which challenges the legality, binding and enforceable between validity, enforceability, use, or ownership of the applicable Seller and the other parties thereto, and Seller item; and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (cD) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years Seller has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), ever agreed to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against indemnify any person or entity alleging for or against any such interference, infringement, misappropriation, dilution or other violationconflict with respect to the item. (iii) Section 2(j) of the Disclosure Schedule also identifies each item of Intellectual Property that any third party owns and that the Seller uses pursuant to license, sublicense, agreement, or permission including, but not limited to the call letters of the Stations. There The Seller has supplied the Buyer with correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). With respect to each such item of used Intellectual Property: (A) the license, sublicense, agreement, or permission covering the item is, and following the Closing will continue to be on identical terms, legal, valid, binding, enforceable, and in full force and effect; (B) no party to the license, sublicense, agreement, or permission is in breach or default (or has repudiated any provision thereof), and no Proceeding pending event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (C) with respect to each sublicense, the representations and warranties set forth in subsections (A) and (B) above are true and correct with respect to the underlying license; (D) the underlying item of Intellectual Property is not subject to any outstanding judgment, order, decree, stipulation, injunction, or charge; (E) no charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand is pending, or, to Sellers’ Knowledgethe Knowledge of the Seller, threatenedis threatened which challenges the legality, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned underlying item of Intellectual Property; (F) the Seller has not agreed to indemnify any person or entity for or against any interference, infringement, misappropriation, or other conflict with respect to the underlying item of Intellectual Property; and (G) the Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (div) Sellers represent The Seller has no Knowledge of any new products, inventions, procedures, or methods of processing that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements competitors or other obligations third parties have developed which reasonably could be expected to supersede or make obsolete any product or process of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) To the knowledge of GETCO, GETCO and its Subsidiaries own or have the right pursuant to written Contracts to use all Intellectual Property that is material to the conduct of the business of GETCO and its Subsidiaries. (b) Section 3.16(b) of the GETCO Disclosure Schedule 4.09(a) sets forth a true and complete list of all (i) Registered currently registered and currently pending applications for registration of Intellectual Property included filed by or in the Owned Intellectual Propertyname of GETCO or any of its Subsidiaries in any jurisdiction, indicating for each item the registration 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 GETCO Disclosure Schedule are, to 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 application numberits Subsidiaries (the “GETCO Intellectual Property”) and to protect the secrecy, the registration or application dateconfidentiality, and value of the applicable filing jurisdiction and (ii) Owned Intellectual Property trade secrets owned by GETCO or its Subsidiaries, in each case that is not registered but that is are material to the operation conduct of the Businessbusiness of GETCO and its Subsidiaries. Sellers GETCO exclusively own all, owns all right, title and interest in all Owned and to the GETCO Intellectual Property, free and clear of all Encumbrances (Liens, other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledgethe knowledge of GETCO, the conduct operation of the Business as currently conducted business of GETCO and its Subsidiaries does not infringe, misappropriate, dilute infringe upon or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, violate any Intellectual Property rights of others in any Third Party. Sellers have not received material respect. (d) To the knowledge of GETCO, no Person is infringing upon or otherwise violating any notice that Sellers’ use of the Transferred GETCO Intellectual Property in any material respect. (e) There are no unresolved claims pending or, to the conduct knowledge of the Business as currently conducted GETCO, threatened (i) alleging that GETCO or any of its Subsidiaries infringes, misappropriates, dilutes misappropriates or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the violates Intellectual Property rights of any Third Partythird Person in any material respect or (ii) opposing or attempting to cancel any rights of GETCO or any of its Subsidiaries in or to any material Intellectual Property. Except as set forth The consummation of the Mergers would not reasonably be expected to result in Schedule 4.09(c)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 Sellers’ Knowledgeown, during the past three (3) years (or earlieruse, if presently not resolved) no Person has infringedhold for use, misappropriated, diluted or otherwise violated exploit any Intellectual Property material to the conduct of the Owned Intellectual Property business of GETCO and its Subsidiaries, except as would not reasonably be expected to result in, individually or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they areaggregate, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such PersonMaterial Adverse Effect on GETCO. (f) To Seller’s Knowledge, Sellers have obtained GETCO and each of its Subsidiaries has secured from each Person (including current and former of its employees and independent contractors) who has created or developed for or on behalf , as applicable, valid and binding assignments of Sellers any Owned all Intellectual Property rights developed by such employee or contractor that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of comprise any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical owned or purported to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements owned by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses GETCO or other change in the operation of Business post Closing shall not be breaches of this representationits Subsidiaries. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Part 4.17 of the Disclosure Schedule 4.09(a) sets forth a true an accurate and complete list of the material Intellectual Property. True and complete copies of all (i) Registered materials comprising such Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound standard, commercially available software developed or produced by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (iothers) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely provided or made (taking into account any applicable grace periods)available to Buyer. (b) Schedule 4.09(b) sets forth, or at Seller and the Closing will set forth, a true and complete list of Subsidiary have the right to use all material Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all (such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties rights thereto, and Seller andincluding any rights to recovery for infringement, are collectively referred to Sellers’ Knowledge, such other parties in this Agreement as the "IP Rights"). There are in compliance no royalty agreements with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights Person with respect to commercialization of any Third Partyproducts presently sold or under development by Seller or the Subsidiary except license fees associated with commercially available items. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes Seller has taken all steps commercially reasonable or otherwise violates, or in the past three (3) years appropriate to maintain and fully protect all IP Rights. Seller has infringed, misappropriated or otherwise violated, any Intellectual Property Rights no Knowledge of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earliermisuse, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third PartyIP Rights of any other Person and Seller has no Knowledge of any actual, pending or threatened proceeding alleging any misuse, infringement, misappropriation or other violation of any IP Rights of any other Person. Except as set forth in Schedule 4.09(c)Part 4.13 of the Disclosure Schedule, neither Seller nor the Subsidiary has entered into any agreement, commitment or arrangement (whether written or oral) to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted license or otherwise violated any of permit the Owned Intellectual Property use or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership exploitation of any Owned Intellectual PropertyIP Rights by any other Person (including that which would prevent, restrict or its right otherwise inhibit Buyer's freedom to use and exploit any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”IP Rights). (ec) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the The execution, delivery or and performance by Seller and Subsidiary of this Agreement, nor Agreement and the consummation of the transactions contemplated by the Ancillary Agreements hereby will result in not constitute a material breach of any instrument or agreement governing any IP Rights and will not (i) cause the material loss or impairment modification of any terms of any licenses or agreements relating to any IP Rights (including the modification of the Owned Intellectual Propertyeffective rate of any royalties or other payments provided for in any such license or agreement); (ii) cause the forfeiture or termination of any IP Rights; (iii) give rise to a right of forfeiture or termination of any IP Rights; or (iv) materially impair the right of Buyer to use, sell or license any IP Rights or portion thereof. (jd) All third-party code that is incorporated into None of the proprietary Software included in manufacture, marketing, license, sale or intended use of any past or current product or technology licensed, sold or under development by the Transferred Intellectual Property and that is critical to Seller or the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for Subsidiary (i) an aggregate amount during violates any license or agreement between Seller or the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, Subsidiary and any other Person or (ii) an aggregate amount during to the twelve (12) months period following Knowledge of Seller, infringes any patents, trademarks, service marks, trade names, copyrights, logos, corporate names or identifying marks and styles of any other Person, or otherwise violates or infringes upon any intellectual property, trade secret or other confidential or proprietary information of any other Person. To the initial one-year period immediately following Closing that shall not exceed Knowledge of Seller, there is no pending or threatened claim or litigation contesting the amount reflected for such third-party code in validity, ownership or right to use, sell, license or dispose of any IP Rights of Seller, nor has Seller or the Unaudited Financial Statements by more than $200,000; provided Subsidiary received any notice asserting that any increases in IP Rights or the proposed use, sale, license fees resulting from a volume increase, additional licenses or other change in disposition thereof conflicts or will conflict with the operation rights of Business post Closing shall not be breaches of this representationany Person. (ke) Buyer To the Knowledge of Seller, none of Seller's or the Subsidiary's employees or consultants with access to proprietary information of Seller and Sellers agree the Subsidiary, is obligated under any contract, covenant or other agreement or commitment of any nature, or subject to any judgment, decree or order of any Governmental Body that would (i) interfere with (A) the representations normal duties reasonably expected for the position held by that employee, or (B) such consultant's duties to Seller and warranties included the Subsidiary, or (ii) would conflict with Seller's or the Subsidiary's Business as presently conducted or as presently proposed to be conducted. Seller and the Subsidiary have not entered into agreements to indemnify any Person against any charge of infringement or misappropriation of any intellectual property, other than as set forth in this Section 4.09 shall be Part 4.17(e) of the sole Disclosure Schedule and exclusive representations in indemnification provisions contained in purchase orders or customer agreements arising in the ordinary course of business. All current and warranties former employees and consultants have signed written assignments to Seller or the Subsidiary of Sellers with respect any and all rights or claims in any intellectual property that any such employees or consultants have or may have by reason of any contribution, participation or other role in the development, conception, creation, reduction to Intellectual Property matters practice or authorship of any invention, innovation, development or work of authorship or any other intellectual property that is used in this Agreementthe Business, and Seller or the Subsidiary possesses original signed copies of all such written assignments in its files and has provided or made available copies of same to Buyer.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b3.7(a)(i), Sellers have provided Buyer with true the Seller is the exclusive owner of all Intellectual Property, or has the rights to use all Intellectual Property, that is material or necessary to operate the Business as now conducted, free and clear of any Liens and Encumbrances (collectively such owned and licensed Intellectual Property is referred to herein as the “Seller Intellectual Property”) other than Permitted Encumbrances. Schedule 3.7(a)(ii) sets forth a true, complete copies and correct list of all such Seller Intellectual Property Licenses. All such Intellectual Property Licenses areProperty, to Sellers’ Knowledgeincluding, valid, binding and enforceable between without limitation formulas used in the applicable Seller and the other parties theretoBusiness, and Seller and, to Sellers’ Knowledge, such other parties are in compliance Intellectual Property that has been registered with the material terms United States Patent and conditions of Trademark Office or Copyright Office and pending applications for registration, in each case listing the title and current owner(s), the jurisdiction(s) in which such Seller Intellectual Property Licenseshas been issued or registered, and the application, serial or registration number, all of which will be transferred to the Buyer hereunder. (cb) To Sellers’ KnowledgeExcept as set forth in Schedule 3.7(b), the conduct Seller has not received notice from any Person, nor has any knowledge of any valid basis for any Person to be, claiming that the operation of the Business as currently conducted does not infringe, misappropriate, dilute infringes or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of misappropriates the Intellectual Property rights of any Third PartyPerson or constitutes unfair competition or trade practices under the Laws of any jurisdiction. Except as set forth in Schedule 4.09(c)3.7(b) lists any complaint, to Sellers’ Knowledgeclaim, during or notice, or written threat thereof, received by the past three (3) years (Seller alleging any currently existing infringement, violation or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any misappropriation of the Owned Intellectual Property or Transferred Technology, and no of any Person. (c) With respect to each item of Seller Intellectual Property which is licensed to the Seller: (i) the Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its the valid right to use any Transferred such Intellectual Property, or challenging Property pursuant to a valid and enforceable license agreement; and (ii) the validity, registrability, or enforceability Seller is not in breach of any Registered Intellectual Property included applicable license agreement and is not aware of any party that is in breach of the applicable license agreement. Each license agreement to which the Seller is party will remain unchanged and unaffected by the Transactions and the consummation of the Transactions will not result in the Owned loss or impairment or termination of any Seller Intellectual Property. (d) Sellers represent that they are, each as applicable, The Seller has taken all commercially reasonable steps necessary or required to insure the registrant privacy of record its databases and the security against breach of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)its computer systems by any unauthorized third party. (e) Sellers have taken commercially reasonable measures to protect No Product provided or distributed by the confidentiality Seller in its conduct of all Trade Secrets included in the Owned Intellectual Property and no Business: (A) materially violates any Law; (B) includes any information or material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, andthat, to Sellers’ Knowledgethe Knowledge of the Seller, there has not been a breach is defamatory; or (C) to the Knowledge of the Seller, infringes any right of privacy of any Person. Each Person whose name, image, voice or likeness is incorporated into any Marketing Materials has executed a written release consenting to the Seller’s use of such agreement or obligation by Person’s name, image, voice and/or likeness (as applicable) and releasing the Seller from any claims with respect thereto, each of such releases are fully assignable to Buyer without further consent of any Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who The Seller has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to operated the Business a writtenand provided all Products in material compliance with any posted privacy policies and all applicable Laws relating to privacy, present anddata protection, valid assignment of such Intellectual Property to a Seller. anti-spam, telemarketing, personally identifiable information and similar consumer protection Laws (g) To Sellers’ Knowledge, in the past three (3) years, there “Information Privacy Laws”). The Seller has been no material unauthorized access to or material unauthorized use not received written notice of any confidential claims or proprietary information or data that been charged with violation of any Information Privacy Law. To the Knowledge of the Seller, the Seller is both in Sellers’ possession or control and material to the Business. (h) With not under investigation with respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure violation of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative worksInformation Privacy Laws. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. To the knowledge and belief of Debtor, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related to such Marks constitute all such rights that are required or reasonably necessary for the conduct of the business of Debtor as currently conducted. All such Marks (aand all applications and registrations therefor) Schedule 4.09(a) sets forth a true are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and complete list payments of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application datefees), and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the applicable filing jurisdiction date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertylicense, free and clear of any and all Encumbrances adverse claims (other than Permitted Encumbrances). Sellers are not bound including by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(acurrent and former employees and contractors), (i) all such Registered Intellectual Property is subsisting andliens, restrictions or other obligation to Sellers’ Knowledgepay royalties, valid honoraria or other fees, any and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between (including without limitation the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are Marks) used in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business business of Debtor as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in proposed to be conducted. No Marks have been within the past preceding three (3) years or are now the subject of any claims or litigation and, to the knowledge of Debtor, no claims or litigation have been alleged or threatened. Debtor has taken all reasonable steps to maintain, police and protect the Marks owned or used in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted or planned to be conducted does not infringed, misappropriated infringe or otherwise violated, impair or conflict with any Intellectual Property or other proprietary or personal rights of any Third Partythird party, and, to the knowledge of Debtor, the Intellectual Property owned or licensed by Debtor is not being infringed by any third party. Sellers have not received There is no litigation or order pending or outstanding, or to the knowledge of Debtor, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any notice that Sellers’ use Marks or any Intellectual Property of Debtor. The consummation of the Transferred transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the Business business of Debtor as currently conducted infringesor proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, misappropriatesnon-custom, dilutes off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received distributed by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers Debtor to any Person except pursuant to written non-disclosure agreements or other obligations of confidentialitythird party, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Personas the case may be. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (ai) Schedule 4.09(aSCHEDULE 4.1(N)(I) sets forth a true and complete list of (A) all (i) Registered Intellectual Property Patents, Trademarks, Copyrights and Software included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date(B) all MailKey IP Agreements, and (C) all other Owned Intellectual Property material to the applicable filing jurisdiction and business of MailKey or the Subsidiaries. (ii) The operation of MailKey and the Subsidiaries as currently conducted or as contemplated to be conducted and the use of the Owned Intellectual Property that is and Licensed Intellectual Property in connection therewith do not registered but that is material conflict with, infringe, misappropriate or otherwise violate the intellectual property or other proprietary rights, including rights of privacy, publicity and endorsement, of any third party, and no actions, suits, proceedings, investigations or claims are pending or, to the operation Knowledge of MailKey, threatened against MailKey alleging any of the Business. Sellers exclusively own all, foregoing. (iii) MailKey is the exclusive owner of the entire and unencumbered right, title and interest in all and to the Owned Intellectual PropertyProperty and the MailKey IP Agreements, free and clear MailKey and the Subsidiaries have a valid right to use the Owned Intellectual Property and Licensed Intellectual Property in the ordinary course of all Encumbrances its business as presently conducted or as contemplated to be conducted. (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the iv) No Owned Intellectual Property, or materially to the Knowledge of MailKey, any Licensed Intellectual Property, is subject to any outstanding decree, order, injunction, judgment or ruling restricting the licensing thereof to any Person. With respect to the Registered use of such Intellectual Property included in or that would impair the validity or enforceability of such Intellectual Property. (v) The Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered and the Licensed Intellectual Property is subsisting include all of the Intellectual Property used in the ordinary day-to-day conduct of the business of MailKey and its Subsidiaries, and there are no other items of Intellectual Property that are material to the ordinary day-to-day conduct of such business. The Owned Intellectual Property and, to Sellers’ Knowledgethe Knowledge of MailKey, the Licensed Intellectual Property, are subsisting, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have not been timely made (taking into account any applicable grace periods)adjudged invalid or unenforceable in whole or part. (bvi) Schedule 4.09(b) sets forth, No actions or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers claims have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses arebeen asserted or are pending or, to Sellers’ Knowledgethe Knowledge of MailKey, valid, binding and enforceable between threatened against MailKey or any Subsidiary (A) based upon or challenging or seeking to deny or restrict the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions use by MailKey or any Subsidiary of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Licensed Intellectual Property, or its right to use (B) alleging that any Transferred Intellectual Propertyservices provided by, processes used by, or challenging the validity, registrability, products manufactured or enforceability sold by MailKey or any Subsidiary infringe or misappropriate any Intellectual Property right of any Registered third party or (C) alleging that the Licensed Intellectual Property included is being licensed or sublicensed in conflict with the Owned Intellectual Propertyterms of any license or other agreement. (dvii) Sellers represent that they are, each as applicable, the registrant of record of each domain name Except as set forth in Schedule 4.09(d) (collectivelySCHEDULE 4.1(N)(VII), the “Domain Names”). (e) Sellers have taken commercially reasonable measures MailKey has not granted any license or other right to protect the confidentiality of all Trade Secrets included in any third party with respect to the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Licensed Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the . The consummation of the transactions contemplated by the Ancillary Agreements this Agreement will not result in the material loss termination or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Section 3.10(a) of the Schedule 4.09(a) of Exceptions sets forth a true complete and complete accurate list of all Intellectual Property owned by the Company as of the date hereof that is registered, recorded or filed in the name of the Company with a Governmental Authority and all applications therefor, and all material unregistered trademarks or service marks owned by the Company and used by the Company in the operation of the Business (“Company Registered IP”). Each item of Company Registered IP is (i) Registered Intellectual Property included in the Owned Intellectual Propertycompliance with all applicable legal requirements and is current with its filing, indicating for each item the registration or application numberand maintenance requirements, the registration or application date, and the applicable filing jurisdiction and (ii) Owned to the knowledge of the Sellers, valid and enforceable. (b) The Company either exclusively owns, free and clear of all Liens (other than Permitted Liens), or has permission to use pursuant to a valid written agreement or, to the knowledge of the Sellers, has other valid rights to use, all Intellectual Property used or held for use in the operation of the Business as presently conducted (collectively, “Company IP Rights”). The Company IP Rights comprise all of the Intellectual Property that is not registered but that is material to used in or necessary for the operation of the BusinessBusiness as currently conducted. Sellers exclusively own allNo Person has asserted or, to the knowledge of the Sellers, threatened to assert any claims (i) contesting the right of the Company to use, transfer or license any Company IP Rights or any products, processes, services or materials covered thereby in any manner, or (ii) challenging the ownership, validity or enforceability of any Company IP Rights. (c) To the knowledge of the Sellers, the operation of the Business has not and does not infringe or misappropriate any Intellectual Property of any Person, and has not and does not violate the rights of any Person (including the right to privacy or publicity) or constitute unfair competition or trade practices under any Laws. To the knowledge of the Sellers, no Person has infringed or misappropriated or is infringing or misappropriating any Company IP Rights. (d) Following the Closing, the Company will be permitted to exercise all of the rights under the Company IP Rights to the same extent the Company would have been able to had the transactions contemplated by this Agreement not occurred. All Company IP Rights are, and immediately after the Closing Date, will be, fully transferable, alienable or licensable by the Company without restriction and without payment of any kind to any Person, except as a result of any independent agreements or obligations of Purchaser. The Company has not granted any exclusive licenses or rights of any kind in the Company IP Rights to any Person, and the Company does not hold any rights to Company IP Rights jointly with any third Person. (e) The Company has not entered into any Contract to settle or resolve any action, claim or dispute with respect to any Intellectual Property. No Company IP Right is subject to any proceeding or outstanding decree, Order, judgment, Contract or stipulation that restricts in any manner the use, transfer or licensing thereof by the Company. (f) The Company has taken all actions reasonably necessary to maintain and protect all Company IP Rights, including all confidential and proprietary information and trade secrets pertaining thereto. All agents, employees and independent consultants of the Company employed or engaged in the five (5) years prior to the date hereof who have participated in or contributed to the development of any Intellectual Property for the Company have executed and delivered to the Company a written assignment agreement that vests in the Company exclusive ownership of all right, title and interest in all Owned and to any such Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (bg) Schedule 4.09(b) sets forth, or at The information technology systems used by the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are Company in compliance connection with the operation of the Business (“IT Systems”) as a whole, are adequate and sufficient in all material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, respects for the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years conducted. The Company has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures steps consistent with industry practice to protect the confidentiality of IT Systems from unauthorized access, use and damage. The IT Systems have not suffered any material failures or defects and have functioned consistently and accurately in all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Businessrespects. (h) With respect to No software owned by the Company incorporates any material Software included within the Transferred Intellectual PropertyPublic Software. For purposes of this Agreement, to Sellers’ Knowledge “Public Software” means any software that contains, or is derived in any manner from, in whole or in part, any software that is distributed as freeware, shareware, open source software (e.g., Linux) or similar licensing or distribution models that (i) such Software is free from any material bugs, viruses requires the licensing or other malicious codedistribution of source code to licensees, (ii) prohibits or limits the Source Code for such Software has not been disclosed to receipt of consideration in connection with sublicensing or distributing any Third Partysoftware, and (iii) such Software does not containexcept as specifically required to be permitted by applicable Law, derive from allows any Person to decompile, disassemble or link otherwise reverse-engineer any software, or (iv) requires the licensing of any software to any open other Person for the purpose of making derivative works. No software owned by the Company has been provided or disclosed in source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license code form to any Third Party to make derivative works. Person (i) Neither the executionincluding without limitation, delivery or performance of this Agreementany escrow agents, nor the consummation employees and officers of the transactions contemplated by Company). To the Ancillary Agreements will result in extent the material loss Company has provided or impairment of disclosed any of the Owned Intellectual Property. (j) All third-party code that is incorporated into such source code, such provision or disclosure has been pursuant to a written confidentiality agreement adequate to protect the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation confidential nature of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationsource code. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Other than commercially available off-the-shelf software, Schedule 4.09(a2.18(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to licensed by the operation Company and used in the conduct of the BusinessBusiness (the “Licensed Intellectual Property”) and the names of the licensors of such Licensed Intellectual Property. Sellers exclusively own allExcept as set forth in Schedule 2.18(a), rightthe Company has no obligation to compensate any Person for the license of any Licensed Intellectual Property. The Company has not granted to any Person any license, title option or other rights to use any of the Licensed Intellectual Property, whether or not requiring the payment of royalties. No license for any Licensed Intellectual Property will terminate by reason of the execution, delivery and interest in all Owned performance of this Agreement or any Operative Agreement or the consummation of the transactions contemplated hereby and thereby. The Company has such rights to use the Licensed Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers Liens, as are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting necessary in connection with the use by a Seller conduct of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included Business in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)ordinary course consistent with past practice. (b) Schedule 4.09(b2.18(b) sets forth, or at the Closing will set forth, a true and complete list of forth (i) all material Intellectual Property Licensesowned by the Company and used in the conduct of the Business (the “Owned Intellectual Property”) and (ii) the Company’s existing registrations, and applications for registration, for or with respect to any of the Owned Intellectual Property. The Company has taken reasonable steps to maintain its confidential information. To the Knowledge of the Seller Group, the use by the Company of its Owned Intellectual Property does not infringe upon or otherwise violate the rights of any other Person in or to such Owned Intellectual Property. The Company has not granted to any Person any license, option or other rights to use any Owned Intellectual Property, whether or not requiring the payment of royalties. (c) Except as set forth on Schedule 4.09(b2.18(c), Sellers have provided Buyer with true and complete copies there are no pending or, to the Knowledge of all such the Seller Group, threatened Actions by any Person (i) relating to the Company’s use of any Licensed Intellectual Property Licenses. All such or Owned Intellectual Property Licenses areor (ii) claiming that such Person has any ownership of, right to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller use or other rights with respect to any Licensed Intellectual Property or Owned Intellectual Property. The Licensed Intellectual Property and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Owned Intellectual Property Licenses. (c) To Sellers’ Knowledge, constitute all of the Intellectual Property necessary for the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the ordinary course consistent with past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Propertypractice. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. Buyer and the Buyer Subsidiaries exclusively own, or have a valid license or other valid right to use, all material Intellectual Property as used in their business as presently conducted; it being understood that the foregoing shall not be construed to expand or diminish the scope of the non-infringement representations and warranties that follow in this Section 4.14. No Actions, suits or other proceedings are pending or, to the Knowledge of Buyer, threatened that Buyer or any of the Buyer Subsidiaries is infringing, misappropriating or otherwise violating the rights of any Person with regard to any Intellectual Property. To the Knowledge of Buyer, no Person is infringing, misappropriating or otherwise violating the rights of Buyer or any of the Buyer Subsidiaries with respect to any Intellectual Property owned or purported to be owned by Buyer or any of the Buyer Subsidiaries (collectively the “Buyer-Owned Intellectual Property”). To the Knowledge of Buyer: (a) Schedule 4.09(a) sets forth a true and complete list of all no circumstances exist which could reasonably be expected to give rise to any (i) Registered Action that challenges the rights of Buyer or any of the Buyer Subsidiaries with respect to the validity or enforceability of the Buyer-Owned Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation claim of the Business. Sellers exclusively own allinfringement, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Propertymisappropriation, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, ; and (iiib) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements this Agreement will result in the material loss not give rise to any claim by any Person to a right to own, purchase, transfer, use, alter, impair, extinguish or impairment of restrict any of the Buyer-Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Property or Intellectual Property and that is critical licensed to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that or any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationBuyer Subsidiary. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aNone of the Seller Owned Intellectual Property has been registered or filed with the U.S. Patent and Trademark Office or the U.S. Copyright Office. (b) Schedules 1.01(m) and 1.01(n) set forth a complete and accurate list and description (showing in each case any owner, licensor or licensee) of all Software owned by, licensed to or used by either Seller in the conduct of the Master Servicing Business, except for such mass market Software that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) Section 4.09(c) of the Seller Disclosure Schedules sets forth a true complete and complete accurate list and description of all (i) Registered material Assumed Contracts that relate to any Seller Intellectual Property included used in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation conduct of the Master Servicing Business. . (d) The Sellers exclusively own all, the entire right, title and interest in all Owned Intellectual Property, free and clear to each item of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Master Servicing Business as presently conducted, free and clear of all Liens. The Sellers have a written, present and, valid assignment of such right to use the Seller Licensed Intellectual Property in the conduct of the Master Servicing Business. To the Sellers’ Knowledge, the ownership and use of the Seller Owned Intellectual Property by the Sellers and the operation of the Master Servicing Business, including their provision of products and services, does not infringe, dilute, misappropriate or otherwise violate the Intellectual Property rights of any other Person, nor has any Seller received any written communications alleging that it has infringed, diluted, misappropriated or violated the Intellectual Property rights of any other Person. Upon consummation of the Transactions, Purchaser will be entitled to a Sellercontinue to use all Seller Intellectual Property consistent with the Sellers’ current practice without the payment of any fees, licenses or other payments (other than ongoing payments required under any Contract for such Seller Intellectual Property and described on Section 4.09(d) of the Seller Disclosure Schedules). (ge) To Sellers’ Knowledge, in no other Person is infringing, diluting, misappropriating or violating, nor has any Seller sent any communications alleging that any Person has infringed, diluted, misappropriated or violated, any Intellectual Property rights of the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (hf) With respect The Sellers have taken all reasonable actions to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge protect and maintain (i) such Software is free from any material bugs, viruses or other malicious code, all Seller Owned Intellectual Property and (ii) the Source Code for such Software has not been disclosed to any Third Partysecurity and integrity of the IT Platform, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure case of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. each of clauses (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during to protect the twelve (12) months period following same against unauthorized use, modification, or access thereto, or the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that introduction of any increases in license fees resulting from a volume increase, additional licenses viruses or other change unauthorized or damaging or corrupting code or elements. The IT Platform operates and performs in all material respects in accordance with its applicable specifications and documentation and as required by the operation of Sellers in connection with the Master Servicing Business post Closing shall not be breaches of this representationas presently conducted. Each Seller has implemented reasonable backup and disaster recovery technology consistent with industry standard practices. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a4.11(a) sets forth a true of the Disclosure Schedule lists all Licensed Patents. The Seller is the sole owner of, and complete list has sole interest in, all of all (ithe Licensed Patents. Schedule 4.11(a) Registered Intellectual Property included of the Disclosure Schedule specifies as to each of the Licensed Patents: the jurisdiction in the Owned Intellectual Propertywhich such patent has issued or such patent application has been filed, indicating for each item the registration or its patent number and/or application number, the registration or application date, and the applicable its issue and filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)dates. (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on in Schedule 4.09(b)4.11(b) of the Disclosure Schedule, Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses arethere are no pending or, to Sellers’ Knowledgethe Knowledge of the Seller, validthreatened, binding and enforceable between the applicable Seller and the other parties theretolitigations, and Seller andinterferences, reexamination, oppositions or like procedures involving any Licensed Patents or, to Sellers’ Knowledgethe Knowledge of the Seller, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesKaruna Product Patents. (c) All of the issued Licensed Patents are in full force and effect and have not lapsed, expired or otherwise terminated, and, to the Knowledge of the Seller, all Licensed Patents and Karuna Product Patents are valid and enforceable. The Seller has not received any written notice relating to the lapse, expiration or other termination of any of the Licensed Patents, or any written legal opinion that alleges that any of the issued Licensed Patents are invalid or unenforceable. (d) To Sellers’ Knowledgethe Knowledge of the Seller, there is no Person who is or claims to be an inventor under any of the Licensed Patents who is not a named inventor thereof. (e) The Seller has not, and, to the Knowledge of the Seller, Licensee has not, received any written notice of any claim by any Person (i) challenging the inventorship or ownership of, the conduct rights of the Business Seller or Licensee, as currently conducted applicable, in and to, or the patentability, validity or enforceability of, any Licensed Patent, or (ii) asserting that the development, manufacture, importation, sale, offer for sale or use of any Licensed Product infringes any patent rights or other intellectual property rights of such Person. (f) To the Knowledge of the Seller, the discovery and development of the Licensed Products did not and does not infringe, misappropriate, dilute misappropriate or otherwise violateviolate any patent rights or other intellectual property rights owned by any other Person, and in other than the past three Karuna Product Patents. Neither the Seller nor, to the Knowledge of the Seller, Licensee, has in-licensed any Patents or other intellectual property rights covering the manufacture, use, sale, offer for sale or import of the Licensed Products. (3g) years To the Knowledge of the Seller, the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Licensed Products has not infringedand will not, misappropriated infringe, misappropriate or otherwise violatedviolate any patent rights or other intellectual property rights owned by any other Person, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use other than the Karuna Product Patents. (h) To the Knowledge of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringesSeller, misappropriates, dilutes or otherwise violates, or in the past three (3) years no Person has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlieris infringing, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted misappropriating or otherwise violated violating, any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative worksLicensed Patents. (i) Neither All required maintenance fees, annuities and like payments with respect to the execution, delivery or performance Licensed Patents for which the Seller controls the prosecution and maintenance in accordance with Article 5 of this the License Agreement, nor and to the consummation Knowledge of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual PropertySeller, with respect to all other Licensed Patents, have been paid timely. (j) All thirdNo Third Party has a binding contractual right to prosecute any Licensed Patents on behalf of Licensee. Licensee has not elected not to prosecute any of the Licensed Patents pursuant to Section 5.3 of the License Agreement. The Seller does not own, in-party code license or otherwise control or have rights to any Patents that is incorporated into are necessary or useful for the proprietary Software included in research, development, manufacture, use, marketing, sale, offer for sale, importation or distribution of the Transferred Intellectual Property Licensed Products and that is critical are not licensed to Licensee under the operation License Agreement, including by reversion pursuant to Section 5.3 of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this License Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Schedule 5.1(q)(i) lists the Intellectual Property included in the Owned for products developed by Schelfhout. The Intellectual Property, indicating and all registrations of the Intellectual Property, are valid and subsisting. All of the registrations and applications for each item registration of the Intellectual Property are in good standing and are recorded in the name of Schelfhout. No application for registration or application number, of any of the registration or application date, and the applicable filing jurisdiction and Intellectual Property has been rejected. (ii) Owned Schelfhout is the first and only owner of the Intellectual Property that and is not registered but that is material entitled to the operation uninterrupted use of the BusinessIntellectual Property without payment of any royalty or other fees. Sellers exclusively own all, No Person has any right, title and or interest in any of the Intellectual Property and all Owned such persons have waived their moral rights in any copyright works within the Intellectual Property. Schelfhout has diligently protected its legal rights to the exclusive use of the Intellectual Property. (iii) There is no current litigation pending or threatened against or relating to the Intellectual Property. (iv) Schelfhout has not permitted or licensed any Person to use any of the Intellectual Property, free and clear except for Schelfhout's customers. (v) No Person has challenged the validity of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order registrations for the Intellectual Property or decree or the rights of Schelfhout to any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting except for the licensing thereof to any Personlitigation ▇▇▇▇▇▇▇ ▇. With respect to the Registered Intellectual Property included ▇▇▇▇▇▇▇▇▇▇ ▇▇ in the Owned Intellectual Property listed on Schedule 4.09(a), which ▇▇▇▇▇▇▇ finally has withdrawn its suit (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periodsart. 4.1 f). (bvi) Schedule 4.09(b) sets forthTo the best of the knowledge of the Vendors, or at neither the Closing will set forth, a true and complete list use of all the Intellectual Property Licenses. Except as set forth on Schedule 4.09(b)(which includes products, Sellers have provided Buyer with true processes, methods, substances, parts and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are materials presently sold by or used by Schelfhout in compliance connection with the material terms and conditions of such Intellectual Property Licenses. (cBusiness) To Sellers’ Knowledge, nor the conduct of the Business as has infringed or currently conducted does not infringe, misappropriate, dilute infringes upon the industrial or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property intellectual property rights of any Third Party. Sellers have not received any notice that Sellers’ use other Person. (vii) To the best of the Transferred Intellectual Property in the conduct knowledge of the Business as currently conducted infringesVendors, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of infringed the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, Schelfhout rights to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (dviii) Sellers represent that they are, each as applicable, There is no governmental prohibition or restriction on the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that SCHEDULE 4.9 is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licensesused by Target in the conduct of its business. Except as disclosed on SCHEDULE 4.9: (a) all of the Intellectual Property as set forth on Schedule 4.09(b)SCHEDULE 4.9 is owned by Target or licensed on a perpetual, Sellers have provided Buyer exclusive basis with true and complete copies royalties as set forth on SCHEDULE 4.9; (b) none of all such the Intellectual Property Licenses. All such Intellectual Property Licenses areas set forth on SCHEDULE 4.9 is the subject of any pending or, to Sellers’ Knowledgethe Knowledge of Target, validthreatened, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions litigation or claim of such Intellectual Property Licenses.infringement; (c) To Sellers’ Knowledgeno license or royalty agreement as set forth on SCHEDULE 4.9 to which Target is a party is in breach or default by Target or, to the Knowledge of Target, any other party thereto; and no license or royalty agreement as set forth on SCHEDULE 4.9 is the subject of any notice of termination given or threatened in writing; (d) to the Knowledge of Target, the conduct of the Business as products and services being offered or developed by Target do not and currently conducted does will not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, infringe any Intellectual Property rights of any Third Party. Sellers have another; and Target has not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or contesting its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”).on SCHEDULE 4.9; (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there Target has not been a breach granted any license or agreed to pay or receive any royalty in respect of any such agreement or obligation by any such Person.Intellectual Property; and (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current Target possesses adequate rights as owner or licensee in and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned to all Intellectual Property that is material necessary to the Business a written, present and, valid assignment of such Intellectual Property to a Sellerconduct its business as currently conducted. (g) To Sellers’ KnowledgeTarget has no Knowledge which, directly or indirectly, indicates a material infirmity in any United States and foreign Intellectual Property set forth on SCHEDULE 4.9, or any basis for invalidity or unenforceability of any rights claimed by Target in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the BusinessIntellectual Property set forth on SCHEDULE 4.9. (h) With respect to any material Software included within Target has no Knowledge which, directly or indirectly, indicates that the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software licensor in each license agreement under which Target has not been disclosed to any Third Party, and (iii) such Software granted rights set forth on SCHEDULE 4.9 does not containown the entire unencumbered right, derive from or link title and interest in and to any open source Software in a manner that requires the disclosure Intellectual Property set forth on SCHEDULE 4.9 which is the subject of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative workslicense. (i) Neither Target has delivered to Orion for inspection and copying a true copy of each document in Target’s possession relating to each item of Target Intellectual Property set forth on SCHEDULE 4.9, including each license agreement, relating to Target’s present and intended business activities, and has disclosed to Orion each and all facts, test results and other information known to Target which has, or to its Knowledge may have, any negative impact upon the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment efficacy of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Target Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationset forth on SCHEDULE 4.9. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, Issuer and the applicable filing jurisdiction and Guarantors own (iior have valid licenses with respect to) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, all right, title and interest in and to all Owned trademarks and service marks, tradenames, patents, copyrights and trade secrets identified on Schedule 4.14 annexed hereto (collectively, the “Intellectual Property”) (other than pending patent applications and any docketed disclosures), free and clear of all Encumbrances Liens, other than Liens permitted pursuant to Section 5.12(a) or (b). Schedule 4.14 identifies that Intellectual Property of Parent and its Subsidiaries that are Spinco Assets. Except for Intellectual Property relating to WiMAX technology, as to which no representation is made herein, the Intellectual Property constitutes all such property as is material to the conduct of the business of Parent and its Subsidiaries. All material Intellectual Property (other than Permitted Encumbrances). Sellers are not bound by pending patent applications and any outstanding judgmentdocketed disclosures) is subsisting, injunctionin full force and effect, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property and is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) As of the date hereof, none of the owned or licensed Intellectual Property is subject to any outstanding order, ruling decree, judgment or stipulation to which Parent or any of its Subsidiaries is or has been made a party. (c) Except as set forth on Schedule 4.09(b4.14 annexed hereto, as of the date hereof, there are no agreements or arrangements (including covenants not to ▇▇▇, non-assertion, settlement or similar agreements or consents) sets forthto which Parent or any of its Subsidiaries is a party (i) pursuant to which any of the owned Intellectual Property has been licensed to or used by any Person other than Parent or any of its Subsidiaries, or at which permits use by any such other Person; or (ii) that restrict the Closing will set forthrights of Parent or any of its Subsidiaries to use or enforce any of the owned Intellectual Property. (d) To the knowledge of Issuer and each Guarantor, a true the conduct of the business of Parent and complete list of all its Subsidiaries does not infringe upon, misappropriate or otherwise violate the Intellectual Property Licensesrights of any other Person, except that no representation or warranty is made relating to the development of the Company’s WiMAX technology and products. Except as set forth on Schedule 4.09(b)4.15 annexed hereto, Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct as of the Business as currently conducted does not infringedate hereof, misappropriate, dilute no claim or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights demand of any Third Party. Sellers have not received Person against Parent or its Subsidiaries has been made, nor is there any notice proceeding that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, the knowledge of Issuer or any Guarantor threatened, challenging a Seller’s ownership which (in any such case) (i) challenges the rights of Parent or its Subsidiaries in respect of any Owned Intellectual PropertyProperty or (ii) asserts that Parent or any of its Subsidiaries is infringing or otherwise in conflict with, or its right is required to use pay any Transferred Intellectual Propertyroyalty, license fee, charge or challenging the validityother amount with regard to, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (de) Sellers represent that they are, each as applicable, the registrant of record of each domain name Except as set forth in on Schedule 4.09(d4.15 annexed hereto, as of the date hereof, to the knowledge of Issuer and each Guarantor, no Person is infringing upon or misappropriating, or has infringed upon or misappropriated (i) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned any owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers or the rights of Parent or any of its Subsidiaries in any owned Intellectual Property or (ii) any Intellectual Property licensed to Parent or any Person except pursuant to written non-disclosure agreements of its Subsidiaries or other obligations the rights of confidentiality, and, to Sellers’ Knowledge, there has not been a breach Parent or any of any such agreement or obligation by any such Personits Subsidiaries therein. (f) To Seller’s KnowledgeExcept to the extent Issuer or any Guarantor, Sellers have obtained from each Person (including current and former employees and independent contractors) who in its commercially reasonable judgment, has created or developed for or on behalf of Sellers any Owned determined otherwise, the Intellectual Property that is material to the Business a written, present and, valid assignment capable of such Intellectual Property to a Sellerregistration, filing or issuance has been duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or the United States Copyright Office. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no All material unauthorized access to or material unauthorized use licenses of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property to Parent and that is critical to the operation each of such Software is commercially available (each a “Critical IP License” its Subsidiaries are valid and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationenforceable. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSubject to Sections 3.5(b) sets forth a true and complete list of 3.5(f), Sellers exclusively own, or validly Control, all (i) Registered Business Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned including all Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own allRights set forth on Schedule 2.2(a)(iii)), right, title and interest in all Owned Intellectual Property, each case free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens). All Business Intellectual Property will, immediately subsequent to the Closing, be transferred to, and Controlled by, Buyer on substantially the same terms with which Sellers, immediately prior to the Closing, Controlled such Business Intellectual Property. For the avoidance of doubt, this Section 3.5(a) does not constitute a representation or warranty of Sellers are not bound by any outstanding judgmentrelating to infringement, injunction, order misappropriation or decree or any contractual obligation materially restricting the use by a Seller other violation of the Owned Intellectual Property, or materially restricting the licensing thereof to Property Rights of any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a). (b) To Sellers’ Knowledge, (i) all such Registered no Seller has infringed, misappropriated or otherwise violated and (ii) no Seller is infringing, misappropriating or otherwise violating (including with respect to the discovery, development, clinical testing, manufacture, distribution, advertising, use, Exploitation or sale by any Seller of a Product or the Compound) the rights of any other Person with regard to any Seller’s possession or use of any Business Intellectual Property for the Business as presently conducted. To Sellers’ Knowledge, no other Person or Persons has infringed, misappropriated or otherwise violated or is subsisting andor are infringing, misappropriating or otherwise violating the Business Intellectual Property. (c) No claims against any Seller are pending or, to Sellers’ Knowledge, valid and enforceable, threatened with regard to (i) the Control or use of any Business Intellectual Property; (ii) a Seller is the owner any actual or potential infringement, misappropriation or unauthorized use of record, and Business Intellectual Property; (iii) all maintenance fees and filings that are required to be made to maintain such Registered any actual or potential infringement, misappropriation or unauthorized use of any Third Party’s Intellectual Property Rights with respect to any Business Intellectual Property or the Business; or (iv) the validity or enforceability of any Business Intellectual Property. Sellers have been timely made the right to bring actions for infringement, including all rights to recover damages for past infringement (taking into account any to the extent permitted by applicable grace periodsLaw), of all Business Intellectual Property. (bd) Schedule 4.09(b2.2(a)(iii) sets forth, or at as of the Closing will set forthdate hereof, a true complete and complete accurate list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(bpatents and applications therefor, registered trademarks and applications therefor (if any), domain name registrations (if any), copyright registrations (if any) and all invention disclosures, that, in each case, are Controlled by any Seller and related to the Business, a Product or the Compound. The patent applications listed in Schedule 2.2(a)(iii) that are owned by any Seller are (and such applications that are otherwise Controlled by Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge) pending and have not been abandoned and have been and continue to be timely prosecuted. All patents, validregistered trademarks and applications therefor owned by Sellers that are related to the Business, binding a Product or the Compound have been (and enforceable between all such patents, registered trademarks and applications otherwise Controlled by Sellers have been, to Sellers’ Knowledge) duly registered or filed with or issued by each appropriate Governmental Authority in the applicable Seller and the other parties theretojurisdiction indicated in Schedule 2.2(a)(iii), all related necessary affidavits of continuing use have been (or, with respect to licenses, to Sellers’ Knowledge have been) timely filed, and Seller all related necessary maintenance fees have been (or, with respect to licenses, to Sellers’ Knowledge have been) timely paid to continue all such rights in effect. None of the patents listed in Schedule 2.2(a)(iii) that are owned by Sellers have (and no such patents that are otherwise Controlled by Sellers have, to Sellers’ Knowledge) expired, been disclaimed, in whole or in part, been declared invalid, in whole or in part, or held to be unenforceable by any Governmental Authority. None of the trademarks or trademark applications listed in Schedule 2.2(a)(iii) that are owned by Sellers are (and no such trademarks or trademark applications that are otherwise Controlled by Sellers are, to Sellers’ Knowledge) involved in or the subject of any ongoing oppositions, cancellations or other proceedings. None of the patents or patent applications listed in Schedule 2.2(a)(iii) that are owned by Sellers are (and no such patents or patent applications that are otherwise Controlled by Sellers are, to Sellers’ Knowledge) involved in or the subject of any material ongoing interferences, oppositions, reissues, reexaminations or other proceedings, including ex parte (other than ex parte proceedings in connection with such patent applications) and post-grant proceedings, in the United States Patent and Trademark Office or in any foreign patent office or similar administrative agency. Each of the patents and patent applications listed in Schedule 2.2(a)(iii) that are owned by Sellers properly identifies (and, to Sellers’ Knowledge, such other parties are patents and applications otherwise Controlled by Sellers properly identify) each and every inventor of the claims thereof as determined in compliance accordance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct Laws of the Business as currently conducted does not infringe, misappropriate, dilute jurisdiction in which such patent is issued or otherwise violate, such patent application is pending. Each inventor named on the patents and patent applications listed in the past three (3Schedule 2.2(a)(iii) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received owned by Sellers during the past three has executed (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c)and, to Sellers’ Knowledge, during such inventors named on such patents and applications that are otherwise Controlled by Sellers and material to the past three (3Business, a Product or the Compound have executed) years (an agreement assigning his, her or earlierits entire right, if presently not resolved) title and interest in and to such patent or patent application, and the inventions embodied and claimed therein, to Sellers, or in the case of licensed Patents, to the appropriate owners. To Sellers’ Knowledge, no Person such inventor has infringed, misappropriated, diluted any contractual or other obligation that would preclude any such assignment or otherwise violated conflict with the obligations of such inventor to Sellers under such agreement with any Seller. (e) No current or former director, officer, employee, contractor or consultant of any Seller owns any rights in or to any Business Intellectual Property. All current and former directors, officers, employees, contractors and consultants of any Seller who contributed to the Owned discovery, creation or development of any Business Intellectual Property did so (i) within the scope of his or Transferred Technologyher employment such that it constituted a work made for hire and all Business Intellectual Property arising therefrom became the exclusive property of Sellers or (ii) pursuant to a written agreement assigning all of his or her rights in Business Intellectual Property to Sellers. No current or former directors, and no officers, employees, contractors or consultants of any Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership threatened to make any claim or challenge against any Seller or any Affiliates of any Owned Intellectual PropertySeller in connection with their contribution to the discovery, creation or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability development of any Registered Intellectual Property included in the Owned Business Intellectual Property. (df) Sellers represent that they areSchedule 3.5(f) sets forth a complete and accurate list as of the date hereof of all options, each as applicablerights, licenses or interests of any kind relating to any Business Intellectual Property (i) granted to any Seller by any other Person (other than software licenses for commercially available off the registrant shelf software and except pursuant to employee proprietary inventions agreements (or similar employee agreements)), or (ii) granted by any Seller to any other Person (including any obligations of record such other Person to make any fixed or contingent payments, including royalty payments). All material obligations for payment of each domain name as set forth monies currently due and payable by any Seller and other material obligations in Schedule 4.09(d) (collectivelyconnection with such options, the “Domain Names”)rights, licenses or interests have been satisfied in a timely manner. (eg) Sellers have used reasonable efforts to make all filings with Governmental Authorities and obtain all grants and registrations as may be reasonably necessary or appropriate to preserve and protect the Business Intellectual Property. (h) Sellers have used reasonable efforts and taken commercially reasonable measures steps designed to protect the confidentiality of all maintain in confidence its Trade Secrets included and other confidential information acquired, conceived, developed, collected, compiled, generated, reduced to practice or otherwise made or used in connection with the Owned Intellectual Property Business or related to a Product or the Compound, including through the development of a policy for the protection of intellectual property and no material periodic training for all employees of each Seller on the implementation of such policy; requiring all employees of each Seller to execute confidentiality agreements with respect to intellectual property developed for or obtained from Sellers; and entering into licenses and Contracts that generally require licensees, contractors and other Third Parties with access to the Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, confidential information to Sellers’ Knowledge, there has not been a breach of any keep such agreement Trade Secrets or obligation by any such Personother confidential information confidential. (fi) To Seller’s KnowledgeThe execution and delivery of this Agreement and the Related Documents by Sellers do not, and the consummation of the Contemplated Transactions and compliance by Sellers have obtained from each Person with the provisions of this Agreement and any Related Document will not, conflict with, or result in any violation or breach of, or default (including current and former employees and independent contractorswith or without notice or lapse of time, or both) who has created under, or developed for give rise to a right of, or on behalf result in, termination, cancellation or acceleration of Sellers any Owned right or obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon or the transfer of, any Business Intellectual Property that is material to the Business Compound, a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to Product or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) The Mykrolis Disclosure Schedule 4.09(a) sets forth contains a true complete and complete correct list of all (i) Registered Intellectual Property included material patents and registered trademarks, trade names, registered service marks, and registered copyrights, and all material applications for any of the foregoing owned by Mykrolis and its Subsidiaries as of the date of this Agreement. With such exceptions as, individually or in the Owned Intellectual Propertyaggregate, indicating for each item the registration or application numberwould not be reasonably likely to have a Material Adverse Effect on Mykrolis, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation knowledge of Mykrolis, Mykrolis or one of its Subsidiaries is the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear sole owner of all Encumbrances or has the right to use without the payment of any fee or royalty to any other person (other than Permitted Encumbrancespursuant to Mykrolis Material Contracts or other agreements the non-disclosure of which therein does not constitute a misrepresentation under Section 4.01(i). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licensesnecessary to carry on their respective businesses substantially as currently conducted. Except as set forth on Schedule 4.09(b)As of the date of this Agreement, Sellers have provided Buyer with true and complete copies neither Mykrolis nor any of all such its Subsidiaries has received any written notice that any material Intellectual Property Licensesowned by or exclusively licensed to Mykrolis and/or its Subsidiaries has been declared unenforceable or otherwise invalid by any court or governmental agency. All such Intellectual Property Licenses areAs of the date of this Agreement, there is, to Sellers’ Knowledgethe knowledge of Mykrolis, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the no material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any existing infringement, misappropriation or other violation by Sellers others of any Intellectual Property owned by or exclusively licensed to Mykrolis and/or its Subsidiaries. From January 1, 2002 to the date of this Agreement, neither Mykrolis nor any of its Subsidiaries has received any written notice alleging that the operation of the business of Mykrolis or any of its Subsidiaries either infringes, misappropriates or otherwise violates in any material respect the Intellectual Property rights of any Third Partyothers. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated Neither Mykrolis nor any of the Owned Intellectual Property or Transferred Technologyits Subsidiaries is a party to any settlements, and no Seller has made or asserted any claimcovenants not to s▇▇, demand or notice against any person or entity alleging any such infringementconsents, misappropriationdecrees, dilution or other violation. There is no Proceeding pending orstipulations, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Propertyjudgments, or orders resulting from suits, actions or similar legal proceedings which (i) restrict the rights of Mykrolis or any of its right Subsidiaries to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment business of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to Mykrolis or material unauthorized use any of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious codeits Subsidiaries as currently conducted, (ii) restrict in any material respect the Source Code for such Software has not been disclosed conduct of business of Mykrolis or any of its Subsidiaries as currently conducted in order to accommodate any Third Partythird party’s Intellectual Property rights, and or (iii) such Software does not contain, derive from permit third parties to use any material Intellectual Property owned by or link exclusively licensed to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, Mykrolis or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Propertyits Subsidiaries. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true The Borrower and complete list of its Subsidiaries shall, at their sole expense, prepare, execute, deliver and file any and all agreements, documents or instruments which are necessary or desirable to (i) Registered use commercially reasonable efforts to prosecute and maintain the material Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction (including Patents therein); and (ii) Owned use commercially reasonable efforts to defend or assert such material Intellectual Property that is not registered but that is material to against commercially significant infringement or interference by any other Persons, and against any claims of invalidity or unenforceability, in any jurisdiction (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a Third Party for declaratory judgment of non-infringement or non-interference) in the operation of Exploitation Territory. The Borrower shall keep the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear Lender informed of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting of such actions and the use by a Seller of Lender shall have the Owned Intellectual Property, or materially restricting opportunity to participate and meaningfully consult with the licensing thereof to any Person. With Borrower with respect to the Registered direction thereof and the Borrower shall consider all of the Lender's comments in good faith. This subsection (a) shall apply only with respect to material Intellectual Property included in owned by the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting andBorrower or its Subsidiaries or, to Sellers’ Knowledgethe extent that the Borrower or any Subsidiary has prosecution, valid and enforceablemaintenance and/or enforcement rights with respect thereto, (ii) a Seller is licensed by the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Borrower or its Subsidiaries. (b) Schedule 4.09(b) sets forth, or at The Borrower and its Subsidiaries shall use commercially reasonable efforts to prosecute all pending Patent applications within the Closing will set forth, a true and complete list of all material Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer in the Exploitation Territory for which it is an owner (or otherwise has rights to prosecute such Patents) consistent with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between standards in the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licensespharmaceutical industry for similarly situated entities. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violateThe Borrower shall, and in shall cause each Subsidiary to: [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the past three U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. (3i) years has not infringed, misappropriated or otherwise violated, any take reasonable measures to protect the proprietary nature of material Intellectual Property rights and to maintain in confidence all trade secrets and confidential information compromising a part thereof; (ii) not disclose and use commercially reasonable efforts to prevent any distribution or disclosure by others (including their employees and contractors) of any Third Party. Sellers have not received any notice item that Sellers’ use of the Transferred contains or embodies material Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three Property; and (3iii) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights take reasonable physical and electronic security measures to prevent disclosure of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (item that contains or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned embodies material Intellectual Property. (d) Sellers represent that they areThe Borrower and its Subsidiaries shall use commercially reasonable efforts to cause each individual associated with the filing and prosecution of the Patents material to the conduct of the business of the Borrower and its Subsidiaries to comply in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, each as applicable, the registrant of record including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each domain name as set forth such Patent, in Schedule 4.09(d) (collectively, the “Domain Names”)those jurisdictions where such duties exist. (e) Sellers have taken commercially The Borrower shall furnish the Lender from time to time upon Lender's reasonable measures to protect written request therefor reasonably detailed statements and schedules further identifying and describing the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers such other materials evidencing or reports pertaining to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to as the Business a written, present and, valid assignment of such Intellectual Property to a SellerLender may reasonably request. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a3.11(a) sets forth a true an accurate and complete list list, as of the date hereof, of all (i) Registered Intellectual Property included in Transferor IP and IT Assets. The Transferors are the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation exclusive owners of the Business. Sellers exclusively own all, entire and unencumbered right, title and interest in and to, all Owned Intellectual PropertyTransferor IP and IT Assets purported to be owned by the Transferors, and the Transferors have a valid right to use all Transferor IP and IT Assets in the ordinary course of the Business as currently conducted or as contemplated to be conducted free and clear of any and all Encumbrances Liens. The consummation of the transactions contemplated under the Transaction Documents will not alter, impair, or extinguish any Transferor IP. (b) The Transferors have taken all commercially reasonable actions to maintain and protect their rights in the Transferor IP including, without limitation, by maintaining the confidentiality of its related Trade Secrets. All Persons (including, without limitation present and former employees and independent contractors of the Transferors) who have developed any Transferor IP have executed and delivered to the Transferors a valid and enforceable agreement providing for an assignment to the Transferors with respect to such Person’s rights in any Transferor IP. All Persons who have worked for the Transferors, whether as employees or independent contractors, in developing the Business or who had access to Transferor IP, also have executed and delivered to the Transferors a valid and enforceable agreement providing for the nondisclosure by such Person of any confidential information of the Transferors. All of such agreements are listed in Schedule 3.11(b) and copies thereof have been delivered to the Acquiring Parties. All such agreements are and will continue to be in effect after the Closing and, to the Knowledge of the Transferors, there have been no breaches of such agreements or of any of any Transferors’ security measures or unauthorized access to the Transferor IP. At no time during the conception or reduction to practice of any Transferor IP was any developer, inventor or other than Permitted Encumbrances)contributor to such Transferor IP operating directly or indirectly under any grants from any Governmental Authority or subject to any employment agreement, invention assignment, nondisclosure agreement or other Contract with any third Person that could adversely affect the rights of the Transferors, and upon the Closing, the Acquiror to such Transferor IP. (c) To the Knowledge of the Transferors, all of the Transferor IP is valid, enforceable and subsisting. Sellers are The Transferors have not bound by received any notice or claim challenging or questioning the ownership, validity or enforceability of any Transferor IP. The Transferor IP is not subject to any outstanding judgmentdecree, order, injunction, order judgment or decree or any contractual obligation materially ruling restricting the use by a Seller of such Transferor IP or that would impair the validity or enforceability of such Transferor IP. The Transferors have timely paid all filing, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required with respect to any of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned registered and applied for Intellectual Property listed on Schedule 4.09(a3.11(a) (the “Transferor Registered IP”), (i) and all such documents, assignments, recordations and certificates necessary to be filed by the Transferors to demonstrate its ownership of the Transferor Registered Intellectual Property is subsisting andIP and/or maintain the effectiveness of the Transferor Registered IP have been filed with the relevant patent, to Sellers’ Knowledgecopyright, valid and enforceabletrademark or other authorities in Australia or foreign jurisdictions, (ii) a Seller is as the owner of recordcase may be, and (iii) all maintenance fees and filings so that are no item required to be made to maintain such Registered Intellectual Property have listed in Schedule 3.11(a), has lapsed, expired or been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, abandoned or at canceled other than in the Closing will set forth, a true and complete list ordinary course of all Intellectual Property Licensesthe Transferors’ business. Except as set forth on Schedule 4.09(b3.11(c), Sellers have provided Buyer with true and complete copies none of all such Intellectual Property Licenses. All such Intellectual Property Licenses arethe Transferor Registered IP requires any maintenance fees to be paid, affidavit of use to Sellers’ Knowledge, valid, binding and enforceable between be filed or Taxes or actions falling due within six (6) months after the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesClosing. (cd) To Sellers’ Knowledge, Neither the Transferor IP nor the conduct by the Transferors of the Business as currently conducted does not infringeor contemplated to be conducted conflicts with, misappropriateinfringes, dilute misappropriates or otherwise violatedilutes any intellectual property or other proprietary rights, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property including rights of privacy, publicity and endorsement, of any Third Partythird Person. Sellers The Transferors have not received any notice or claim asserting or suggesting that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any such infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(cdilution may be occurring or has occurred (including, without limitation, offers to license), nor, to Sellersthe Transferors’ Knowledge, during is there any basis therefor. To the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to SellersTransferors’ Knowledge, threatenedno third party is misappropriating, challenging a Seller’s ownership of infringing or diluting any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)Transferor IP. (e) Sellers have taken commercially reasonable measures Except as set forth on Schedule 3.11(e), to protect the confidentiality Knowledge of all Trade Secrets included the Transferors, no Open Source Software has been incorporated into or used or distributed with any of Transferors’ Software or otherwise used by the Transferors in any respect in or in connection with Transferors’ Software, in a manner that requires any publishing of Transferors’ Software source code. To the Owned Intellectual Property and no material Trade Secrets have been disclosed Knowledge of the Transferors, none of Transferors’ Software is covered by Sellers or subject to any Person except pursuant Open Source License that requires that source code to written non-disclosure agreements be published or other obligations made freely available. To the Knowledge of confidentialitythe Transferors, and, to Sellers’ Knowledge, there has the Transferors have not been a breach of created any such agreement or obligation by derivative work based upon any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Open Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires that those derivative works be published or made feely available. To the disclosure Knowledge of the Transferors, none of the Transferor IP itself is Open Source Software. (f) The Transferor Parties have provided the Acquiring Parties complete and accurate copies of all Intellectual Property Embodiments and Documentation. (g) In connection with the Business, to the Transferors’ Knowledge, the activities of the Transferors’ current and past managers, members, employees, officers and contractors in connection with their employment or contractual or other relationship with the Transferors did not and do not violate any agreements or arrangements that any such employees or consultants had or have with any former employer or any other Person. No litigation (or other proceeding in or before any Governmental Authority or arbitral body) charging any Transferor with infringement or unauthorized or unlawful use of any proprietary Source CodeTransferor IP, limits or alleging that any services provided by, processes used by, or products manufactured or sold by the ability Transferors infringe or misappropriate any Intellectual Property right of any third party, is pending, or to charge the Transferors’ Knowledge, threatened; nor, to the Transferors’ Knowledge, is there any reasonable basis for any such litigation or proceeding. (h) Schedule 3.11(h)(1) identifies all licenses and other agreements currently in effect pursuant to which the Transferors have licensed, distributed or otherwise granted any rights to any third party with respect to any Transferor IP. The Transferors have not given any party an indemnity in connection with the Transferor IP. Schedule 3.11(h)(2) identifies all licenses and other agreements currently in effect pursuant to which a third party has licensed, distributed or otherwise granted to a Transferor any rights to such third party’s Intellectual Property, Intellectual Property Embodiments and Documentation, Domain Names or Software that are used in connection with the Business (the foregoing constituting the “IP Agreements”). Except as set forth on Schedule 3.11(h)(3), the Transferor Parties are not obligated to pay any on-going license fees, royalties or grants any other amount to any other Person in connection with the IP Agreements, the operation of the Business, any license of the Transferor IP or any of the transactions contemplated hereunder, and have no liabilities thereunder. Consummation of the transactions contemplated by this Agreement will not result in any increase of any fees with respect to any Third Party of the IP Agreements. Except as set forth on Schedule 3.11(h)(4), none of the parties to make derivative worksthe Transferred Contracts have received, or have a right to receive, any discounts, special pricing or other benefits in connection with the Business other than those expressly set forth in the Transferred Contract entered into by such party. No Transferor nor, to the Knowledge of the Transferors, any other party to any IP Agreement, is in breach or default thereof, and each IP Agreement is fully valid and enforceable in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity. (i) Neither The IT Assets operate and perform in all material respects in accordance with their operation and performance prior to the execution, delivery or performance date of this Agreement, nor . The Transferors have implemented reasonable controls to prevent the consummation introduction and use of any devices that enable or assist any Person to access without authorization the IT Assets or otherwise significantly adversely affect such IT Assets’ functionality. To the Knowledge of the transactions contemplated by Transferors, no Person has gained unauthorized access to the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual PropertyIT Assets. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the The Transferors’ operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)any web sites used in connection with the Business, and following Closingcontent thereof and data processed, Buyer will be able to procure a license for all such third-party code for collected, stored or disseminated in connection therewith, do not violate any Applicable Laws, or any Person’s right of privacy or publicity. Each Transferor (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000has obtained all necessary permits, approvals, consents, authorizations or licenses to lawfully operate its web sites and to use its data and (ii) an aggregate amount during is operating its web sites and using its data in accordance with the twelve (12) months period following scope of such permits, approvals, consents, authorizations or licenses. The Transferors have posted a privacy policy governing the initial one-year period immediately following Closing that shall not exceed Transferors’ use of data, and disclaimers of liability on its web sites, and the amount reflected for Transferors have complied with such third-party code privacy policy in the Unaudited Financial Statements all material respects. The Transferors have taken all steps in accordance with normal industry practice to secure its web sites and data, and any portion thereof, from unauthorized access or use by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationPerson. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Section 9.15 of the Disclosure Schedule 4.09(a) sets forth contains a true and complete list of all (i) Registered Intellectual Property included patents, trademarks, trade names, service marks, copyrights and licenses thereof relating to the Business and all pending applications and applications to be filed therefor used in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business, specifying whether such intellectual property rights are owned, controlled, used or held (under license or otherwise) by either or both of the Sellers, and also indicating which of such intellectual property rights are registered. Except as set forth in Section 9.15 of the Disclosure Schedule, all intellectual property shown as registered in Section 9.15 of the Disclosure Schedule has been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. Except as set forth in Section 9.15 of the Disclosure Schedule, (a) the Sellers exclusively and/or the Subsidiaries own allor otherwise have the right to use all intellectual property rights which are material to the conduct of the Business, rightas it is currently being conducted and (b) to the Sellers’ knowledge, title and interest neither the Sellers nor any Subsidiary is infringing any intellectual property rights of any third party in all Owned the operation of the Business, nor is any other person infringing the Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller Except as set forth in Section 9.15 of the Owned Intellectual PropertyDisclosure Schedule, (x) neither of the Sellers nor any Subsidiary has granted any license or materially restricting made any assignment of any of the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property intellectual property rights listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is Section 9.15 of the owner of recordDisclosure Schedule, and (iiiy) all maintenance fees and filings that are required to be made the knowledge of the Sellers, no other person has any right to maintain use any of such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licensesintellectual property rights. Except as set forth on Schedule 4.09(b)Section 9.15 of the Disclosure Schedule, neither of the Sellers have provided Buyer with true and complete copies nor any Subsidiary pays any royalties or other consideration in excess of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, $100,000 per year for the right to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are use any intellectual property rights of others in compliance connection with the material terms and conditions of such Intellectual Property Licenses. Business (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolvedother than “shrink wrap” software), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any Section 9.15 of the Owned Intellectual Property or Transferred TechnologyDisclosure Schedule, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There there is no Proceeding litigation pending or, to the knowledge of the Sellers, threatened to challenge the Sellers’ Knowledgeor the Subsidiaries’ right, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or title and interest with respect to its continued use and right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained preclude others from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of using any of the Owned Intellectual Propertyintellectual property rights identified in Section 9.15 of the Disclosure Schedule. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration Each of Alon Brands and its Subsidiaries owns or application number, the registration has all licenses or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material other rights to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties theretoused by it in, and Seller and, to Sellers’ Knowledge, such other parties which are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledgeto, the conduct of its business as presently conducted. (ii) To the Business best of Alon Brands’ knowledge, the business of Alon Brands and each of its Subsidiaries as presently conducted and as currently conducted does not infringe, misappropriate, dilute or otherwise violateproposed to be conducted, and in the past three (3) years has marketing, licensing, use and servicing of any products or services of Alon Brands or any of its Subsidiaries do not infringedinfringe or conflict with any patent, misappropriated trademark, copyright, or otherwise violated, any Intellectual Property trade secret rights of any Third Party. Sellers have not received third parties or any notice that Sellers’ use of the Transferred other Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Partythird parties. Except as set forth in Schedule 4.09(cExhibit 2(q)(ii), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated neither Alon Brands nor any of the Owned its Subsidiaries has received written notice from any third party asserting that any Intellectual Property owned or Transferred Technologylicensed by Alon Brands or any of its Subsidiaries, and or to which they otherwise have the right to use, is invalid or unenforceable by them and, to the best of Alon Brands’ knowledge, there is no Seller has made or asserted any claim, demand or notice against any person or entity alleging valid basis for any such infringementclaim (whether or not pending or threatened). (iii) Except as set forth in Exhibit 2(q)(iii), misappropriation, dilution or other violation. There no claim is no Proceeding pending or, to SellersAlon Brands’ Knowledgeknowledge, threatened, challenging a Seller’s ownership threatened against Alon Brands or any of its Subsidiaries nor have Alon Brands or any of its Subsidiaries received any written notice or other written claim from any Person asserting that their present or contemplated activities infringe or may infringe in any material respect any Intellectual Property of such Person and Alon Brands is not aware of any Owned Intellectual Property, or its right to use infringement by any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability other Person of any Registered material rights of Alon Brands or any of its Subsidiaries under any Intellectual Property included in the Owned Intellectual Propertyrights. (div) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned All licenses or other agreements under which Alon Brands and its Subsidiaries are granted Intellectual Property (excluding licenses to use software utilized in internal operations and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, which is generally commercially available) which are required for Alon Brands’ and its Subsidiaries’ business as presently conducted are in full force and effect and, to Sellersthe best of Alon Brands’ Knowledgeknowledge, there has not been a breach of any such agreement or obligation is no material default by any such Person. (f) To Seller’s Knowledge, Sellers party thereto. Alon Brands has no reason to believe that the licensors under the licenses and other agreements do not have obtained from each Person (including current and former employees did not have all requisite power and independent contractors) who has created or developed for or on behalf of Sellers any Owned authority to grant the rights to the Intellectual Property that is material purported to the Business a written, present and, valid assignment of such Intellectual Property to a Sellerbe granted thereby. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aAll granted and issued patents, copyright registrations, and registered trademarks and service marks and all copyrights held by Seller are valid, enforceable and subsisting. Seller has the exclusive right to file, prosecute and maintain all applications and registrations with respect to the Intellectual Property. (b) sets forth a true and complete list None of all (i) Registered the Intellectual Property included is subject to any Lien in favor of any third party other than Liens resulting from the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, FNF Secured Loans and the applicable filing jurisdiction Homemark Secured Loans (which Liens shall be released at or prior to Closing) and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, Seller owns all right, title and interest in all Owned Intellectual Property, free therein and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting thereto and, to Sellers’ KnowledgeSeller's knowledge, valid and enforceableno other Person has any right, (ii) a Seller is title or interest in or to any of the owner Intellectual Property. None of record, and (iii) all maintenance fees and filings that are required Seller's rights in or to any of the Intellectual Property shall be made adversely affected by its execution or delivery of this Agreement or by the performance of its obligations hereunder. No claims with respect to maintain such Registered any Intellectual Property have been timely made (taking into account asserted or, to Seller's knowledge, threatened by any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at Person against Seller. No use of any of the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b)by any Person (including Seller) constitutes or has constituted an unauthorized use, Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Partyother Person and no valid grounds exist for any claims against Seller or any such Person with respect to any Intellectual Property. Except as set forth in Schedule 4.09(c)Without limiting the generality of the foregoing, no Person ever employed or otherwise engaged by Seller has asserted or, to Sellers’ KnowledgeSeller's knowledge, during the past three (3) years (threatened any claim against Seller relating to any Intellectual Property. To Seller's knowledge, there has not been, nor is there presently, any unauthorized use, infringement, misappropriation or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated violation of any of the Owned Intellectual Property or Transferred Technology, and no by any Person. Seller has made the full and exclusive right to possess, use, copy, distribute, display, transfer and license all of the Intellectual Property. (c) No Intellectual Property is subject to any outstanding order, award, decision, injunction, judgment, decree, stipulation or asserted agreement in any claimmanner restricting the transfer, demand use, enforcement or notice licensing thereof by Seller. Seller has not entered into any agreement to indemnify any other Person against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership charge of infringement of any Owned Intellectual Property. Seller has not entered into any agreement granting any third party the right to bring infringement actions with respect to, or its right otherwise to use enforce rights with respect to, any Transferred Intellectual Property, or challenging of the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they areSeller has paid all material fees, each as applicable, annuities and all other payments which have heretofore become due to any Governmental Authority with respect to the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, Intellectual Property and has taken all steps reasonable and necessary to prosecute and maintain the “Domain Names”)same. (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included Seller has not transferred its title in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers or to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there Intellectual Property. Seller has not been a breach of permitted any such agreement or obligation by Person to utilize any such PersonIntellectual Property. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf 's use of Sellers any Owned the Intellectual Property that is material pursuant to valid and binding licenses and the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control execution and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance by Seller of this Agreement, nor Agreement and the consummation of the transactions contemplated by hereby shall not alter or impair any such licenses. No Consent shall be required in connection with the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation transfer of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, licenses to Buyer will be able pursuant to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Seller own, free and clear from all Liens, or otherwise possesses legally enforceable rights to use all of the Intellectual Property reasonably necessary to conduct the Business as presently conducted. The Intellectual Property owned or purported to be owned by Seller (“Owned Intellectual Property”) and the Intellectual Property licensed to Seller under the Intellectual Property Licenses comprise all of the Intellectual Property that is used in the Business by Seller or reasonably required for the continued conduct of the Business. Seller is the sole owners of all rights title and interest in the Owned Intellectual Property free and clear of all Liens other than Permitted Liens. Following Closing, all Owned Intellectual Property will be fully transferrable, alienable and licensable by Purchaser without restriction and without payment of any kind or obligation to any third party. (b) Section 2.11(b)(i) of the Disclosure Schedule 4.09(a) sets forth a true true, correct, and complete list of all (i) Registered Owned Intellectual Property included in the Owned Intellectual Property, indicating for each item the which a registration or application numberhas been filed with a Governmental Body, the registration or application dateincluding patents, trademarks, service marks, and copyrights, issued by or registered with, or for which any application for issuance or registration thereof has been filed with, any Governmental Body. Section 2.11(b)(ii) of the applicable filing jurisdiction Disclosure Schedule sets forth a true, correct, and (ii) complete list of all trademarks, service marks and other trade designations as well as all software programs that are Owned Intellectual Property that is and not registered but that is material otherwise identified in Section 2.11(b)(i) of the Disclosure Schedule. All required filings and fees related to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account filed with and paid to the relevant Governmental Body and authorized registrars, are not in any applicable grace periods). (bor surcharge period and all Owned Intellectual Property is otherwise valid and in good standing. Section 2.11(b)(iii) of the Disclosure Schedule 4.09(b) sets forthforth a true, or at the Closing will set forthcorrect, a true and complete list of all written or oral licenses and arrangements (other than Ordinary Course licenses of commercially available and unmodified software): (A) pursuant to which Seller permits any Person to use any Owned Intellectual Property; or (B) pursuant to which any Person permits any Seller to use any Intellectual Property used in the Business; or (B) pursuant to which the use by Seller of Intellectual Property is permitted by any Person (collectively, the “Intellectual Property Licenses”). Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such The Intellectual Property Licenses are, to Sellers’ Knowledge, are valid, binding binding, and enforceable between the applicable Seller and the other parties thereto and are in full force and effect. There is no material Breach of any Intellectual Property License by Seller or, to the Knowledge of Seller, by any other party thereto. No party to any Intellectual Property License has given written notice to Seller of such party’s intention to cancel, terminate or non-renew such agreement. All software used by any Seller is licensed from third parties and used pursuant to, and Seller andwithin the scope of, to Sellers’ Knowledge, such a valid license or other parties are in compliance with enforceable right (including the material terms appropriate number of seats being used) and conditions of such Intellectual Property Licensesis not a “bootleg” or otherwise unauthorized version or copy. (c) To Sellers’ Knowledge, The use of the conduct Owned Intellectual Property used in the Business and the continued operation of the Business as currently presently conducted does not infringeis not, misappropriateto the Knowledge of Seller, dilute or otherwise violatesubject to any third party objection that it interferes with, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringesinfringes upon, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violatedcomes into conflict with, any Intellectual Property Rights of third parties or constitutes unfair competition in any Third Partyjurisdiction in which Seller currently does business. No Proceedings are pending and no written notices have been Seller has not received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, any notice alleging its infringement upon any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights Rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during third parties or the past three (3) years (invalidity or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership unenforceability of any Owned Intellectual Property, and to the Knowledge of Seller, there are no bona fide grounds for any such claim. To Seller’s Knowledge, no Person has infringed or its right to use is infringing any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability Property Rights of any Registered Intellectual Property included in the Seller or has otherwise misappropriated or is otherwise misappropriating any Owned Intellectual Property. (d) Sellers represent that they areNo current or former employee, each as applicableconsultant, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge feescontractor, or grants any license other Person has any right, claim, or interest to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. To the Knowledge of Seller, no employee, consultant, or contractor of Seller has been, is, or will be performing services for the Business in Breach of any term of any employment, invention disclosure or assignment, confidentiality, or noncompetition agreement or other restrictive covenant or any Order as a result of such employee’s employment in, or such consultant’s or contractor’s engagement to provide services with respect to, the Business. (je) All third-party code There are no actions that is incorporated into must be taken by Purchaser within one hundred eighty (180) days after the proprietary Software included date of this Agreement, including the payment of any registration, maintenance, or renewal fees or the filing of any documents, applications, or certificates for the purposes of maintaining, perfecting, or preserving or renewing any right in any Owned Intellectual Property. Section 2.11(e) of the Disclosure Schedule lists the status of any proceedings or actions pending or, to the Knowledge of Seller, threatened before any Governmental Body anywhere in the Transferred world related to any of the Owned Intellectual Property and or any Intellectual Property License, including the due date for any outstanding response by Seller in such proceedings. Seller has not taken any action or failed to take any action that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code could result in the Unaudited Financial Statements by more than $200,000abandonment, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that cancellation, forfeiture, relinquishment, invalidation, waiver, or unenforceability of any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationOwned Intellectual Property. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Except as set forth in Schedule 4.09(a) sets forth a true 2.7(a): Seller owns all rights, title and complete list of all (i) Registered Intellectual Property included interest in and to the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction conduct of the activities of the Business currently and (ii) Owned in the past does not conflict with and has not conflicted with Intellectual Property that rights of others. All Intellectual Property used or held for use in the conduct of the activities of the Business owned by Seller is so owned free and clear of all Liens (other than as set forth on Schedule 2.7)and no other person, including without limitation any present or former employee, officer or director of Seller, has any right whatsoever therein. Neither Seller, nor to Seller's knowledge, any present or former employee thereof, has violated or, by conducting the activities of the Business in the ordinary course consistent with past practice would violate, any intellectual property rights whatsoever of any other person or entity. Seller does not registered but that is material have any obligation to compensate any person or entity for the use of any Intellectual Property relating to the operation Seller Assets. Except for License Agreements granted in the ordinary course of business, Seller has not granted to any person or entity any license, option or other rights to use in any manner any Intellectual Property whether requiring the Business. Sellers exclusively own all, payment of royalties or not. (b) Except as set forth on Schedule 2.10(b): Seller owns all right, title and interest in all Owned Intellectual Propertyand to the Software. No person or entity other than Seller owns any right, free and clear of all Encumbrances title or interest in the Software including, without limitation, any right to manufacture, use, copy, distribute or sublicense any object code or source code thereof. The Software is (i) not subject to any Liens (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed as set forth on Schedule 4.09(a), (i2.7) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a not subject to any pending or, to Seller's best knowledge, threatened challenge of infringement of the rights of others, nor to the best knowledge of Seller is the owner there any basis for a challenge of recordinfringement of any such rights of others, and (iii) all maintenance fees freely transferable and filings that are required assignable to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Buyer. (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (7.1. The Parties hereby recognize and agree that all rights in XYO reside with Perpetual and that Perpetual has valuable rights in and to XYO. Nothing in this Agreement shall be construed as granting Customer any ownership rights in and to XYO. The Parties agree that any enhancements, improvements, modifications to XYO, or inventions related to XYO, during the course of this Agreement or following termination shall belong to Perpetual and be deemed to form part of XYO as defined herein. Customer hereby irrevocably assigns to Perpetual any and all rights which it may hereafter acquire in and related to XYO. For greater certainty: a) Schedule 4.09(a) sets forth a true Customer shall, at Perpetual’s request and complete list of all (i) Registered Intellectual Property included expense, apply for letters patent either in the Owned Intellectual Property, indicating for each item the registration Customer’s name or application number, the registration or application dateotherwise as Perpetual shall direct, and the applicable filing jurisdiction Customer agrees to assign and (ii) Owned Intellectual Property that is not registered but that is material does assign to the operation Perpetual all of the Business. Sellers exclusively own all, Customer’s right, title and interest in and to such enhancements, improvements, modifications to XYO, or inventions related to XYO, all Owned Intellectual Propertyof the foregoing without royalty or any other consideration to Customer, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound as specifically provided for in this Agreement. b) Customer agrees that should any right, title or interest in or to any enhancements, improvements, modifications to XYO, or inventions related to XYO, become vested in Customer by operation of law or otherwise, Customer shall hold the same in trust from Perpetual and at the request of Perpetual shall immediately and unconditionally assign any outstanding judgmentsuch right, injunctiontitle or interest to Perpetual. c) Customer further agrees with Perpetual to execute and deliver such further and other documents and do and perform and cause to be done and performed such further or other acts and things as may be necessary or desirable in the opinion of Perpetual to give full effect to this Agreement, order or decree or any contractual obligation materially restricting including without limiting the use by a Seller generality of the Owned Intellectual Propertyforegoing, such documents, acts and things as may in the opinion of Perpetual be necessary or desirable to obtain and maintain patents, copyrights and/or industrial designs in respect of enhancements, improvements, modifications to XYO, or materially restricting inventions related to XYO, and to vest the licensing thereof entire right, title and interest in and to patents, copyrights and/or industrial designs in respect of such in Perpetual. 7.2. Perpetual may, in its sole discretion, but shall not be obliged to, take all reasonably necessary steps to protect XYO by way of patent protection in any Person. With respect part of the worldwide market in which such protection has not yet been obtained, including but not limited to patent applications specifically describing the application of XYO to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all Products. All costs associated with obtaining such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of recordpatent protection, and (iii) all maintenance fees and filings that are required payable in respect thereof, shall be borne by Perpetual. Should Perpetual choose not to be made to maintain pursue such Registered Intellectual Property patent protection, then Customer shall have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forththe option, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms specific written consent of Perpetual, of pursuing this same patent protection and conditions of shall pay all costs associated with obtaining such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, patent protection and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Partyall maintenance fees payable thereon. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging Customer must name Perpetual on any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging patent and patent application and shall grant Perpetual a Seller’s ownership of any Owned Intellectual Property, or its royalty-free right to use any Transferred Intellectual Property, the said patent and patent application. 7.3. Customer shall not directly or challenging the validity, registrability, indirectly contest ownership or enforceability validity of any Registered Intellectual Property included aspect of XYO, either during the term of this Agreement or at any time thereafter, nor shall it voluntarily assist in the Owned Intellectual Propertyany action taken by any third party, an object of which action is to contest said ownership or validity. (d) Sellers represent 7.4. Customer shall adhere to any reasonable quality standards that they are, each as applicable, may be set by Perpetual from time to time and of which Customer has notice relating to the registrant use of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)XYO. (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to 7.5. Notwithstanding any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance provision of this Agreement, nor Customer shall be solely responsible for the consummation observance of any and all standards of quality, safety and effectiveness that may be set by law from time to time by any government or government agency relating to the manufacture of embodiments incorporating XYO, including but not limited to regulations relating to the designation and markings of trademarks and patents on the Products. 7.6. If either Customer or Perpetual shall have knowledge that XYO is being infringed, such knowledge shall be promptly conveyed to the other Party. Perpetual may, but shall not be obliged to, enter suit to prevent infringement or further infringement and to prosecute the suit. Customer agrees to provide such reasonable assistance as may be required by Perpetual for the purpose of such suit and may, at its own expense, be represented by counsel of its own choosing. Subject to the terms of an order of a court of competent jurisdiction, the costs of the transactions contemplated suit (other than the costs of Customer's own counsel) shall be borne by Perpetual and Perpetual shall be solely entitled to the Ancillary Agreements will recovery of any damages or settlement monies. In the event that Perpetual refuses to prosecute the suit or to continue the prosecution of the suit to judgment or settlement, then Customer may, upon the giving of notice to Perpetual, bear the costs of prosecuting or continuing the suit, as the case may be, and shall be entitled to retain all damages or settlement monies recovered as a result of the suit. 7.7. Notice of the license granted herein may be filed in the material loss or impairment any Patent Office by either Party hereto, in respect of any of the Owned Intellectual PropertyXYO Patents. Said Notice shall have the form required by the laws of the jurisdiction in which it is being filed, and shall be executed by the Parties upon the request of either Party. (j) All third-7.8. Customer agrees that it shall not disclose to any third party code any Confidential Information of Perpetual except as is necessary for Customer to exercise any right under this Agreement or with the written consent of Perpetual. In the event of such permitted disclosure, Customer shall make said disclosure conditional on the recipient's acceptance of the terms of a confidentiality agreement, the terms of which to be acceptable to Perpetual, not to disclose any Confidential Information of Perpetual to any other party. 7.9. Customer agrees not to use XYO, as defined herein, in conjunction with any automatic balancing device or technology, for any purpose outside the term and terms of this Agreement. For greater certainty, this restriction applies to all devices identical to, similar to, or in competition with any aspect of XYO, without regard to ownership or patentability of such devices or technology. 7.10. If Customer desires to carry out any action, whether written or oral, relating to or referring to XYO or any material marked confidential by Perpetual then Customer agrees to seek Perpetual’s approval and to promptly make full disclosure in writing to Perpetual providing full details of such desired action before such action is to be carried out. In particular, but without limiting the generality of the foregoing, Customer shall not make any patent applications relating to or referring to XYO or any material marked confidential by Perpetual without the specific written consent of Perpetual, which consent shall be granted at the sole discretion of Perpetual. 7.11. Customer agrees that is incorporated into Perpetual may be irreparably injured by a breach of this Agreement by Customer, which breach may not be adequately compensated for by damages, and Perpetual shall be entitled to equitable relief, including injunctive relief and specific performance, without the proprietary Software included need to prove irreparable harm and without the necessity of posting a bond in the Transferred Intellectual Property and that is critical to the operation event of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that breach of any increases in license fees resulting from a volume increase, additional licenses or other change in the operation provisions of Business post Closing this Agreement. Such remedies shall not be breaches deemed to be exclusive remedies for breach of this representationAgreement, but shall be in addition to all other remedies available at law. (k) Buyer 7.12. In the event of breach of this Agreement by Customer, Customer agrees to pay Perpetual’s actual costs and Sellers agree that expenses in enforcing the representations terms of this Agreement including, without limitation, any court costs, fees between a solicitor and warranties included the solicitor’s own client, and all disbursements. In the event of breach of section 7.9 of this Agreement by Customer, Customer agrees to immediately assign to Perpetual Customer’s rights, interest, and benefits derived from Customer’s actions as defined in section 7.9. This assignment shall not be deemed to be an exclusive remedy for the said breach of this Section 4.09 Agreement, but shall be in addition to all other remedies available at law. 7.13. If, during the sole term of this Agreement, Customer develops or invents any improvements to XYO, it shall promptly make full disclosure in writing to Perpetual and exclusive representations assign its rights in said improvements to Perpetual. In return for the assignment of rights to Perpetual, Perpetual agrees to grant a royalty-free license to Customer for the use of said improvements, to manufacture and warranties use in the Products. 7.14. Customer recognizes that in order to take full advantage of Sellers the benefits afforded by the use of XYO, some modification to its existing or future products may be required and/or necessary. Failure to correctly implement such modifications may have an adverse effect on the functioning of XYO and dramatically affect the performance of XYO. 7.15. Customer agrees to provide its best efforts in cooperating with respect Perpetual to Intellectual Property matters incorporate XYO into the Products. Specifically, Customer agrees to provide Perpetual with all information, access to personnel, and components required by Perpetual in a timely manner, as well as including Perpetual in design, manufacturing, and planning discussions. Customer understands that Perpetual is primarily a licensor and not primarily a manufacturer of products, and therefore, it is essential that Customer cooperate with Perpetual by providing the said information, access, components, and discussions in order for XYO to be successfully optimized and implemented into Customer’s Products under the terms of this Agreement. 7.16. The parties mutually agree that all promises, conduct, and statements made in the course of reaching this Agreement, including the fact of Agreement, are confidential and will not be disclosed voluntarily to the extent permitted by law, and without the specific written consent of both parties. Without limiting the generality of the foregoing, the specific information contained within section 6.1 of this Agreement shall be kept confidential. 7.17. The Parties acknowledge and agree that they have entered into a Nondisclosure and Noncircumvention Agreement (the “NDA”) that governs the disclosure of Confidential Information as defined in the NDA, which definition is enlarged by this Agreement, and that this Agreement supersedes without nullifying the NDA.

Intellectual Property. CFC and the CFC Subsidiaries exclusively own, or have a valid license or other valid right to use, all Intellectual Property as used in their business as presently conducted; it being understood that the foregoing shall not be construed to expand or diminish the scope of the non-infringement representations and warranties that follow in this Section 3.14. No Actions, suits or other proceedings are pending or, to the Knowledge of CFC, threatened that CFC or any of the CFC Subsidiaries is infringing, misappropriating or otherwise violating the rights of any Person with regard to any Intellectual Property. To the Knowledge of CFC, no Person is infringing, misappropriating or otherwise violating the rights of CFC or any of the CFC Subsidiaries with respect to any Intellectual Property owned or purported to be owned by CFC or any of the CFC Subsidiaries (collectively the “CFC-Owned Intellectual Property”). To the Knowledge of CFC: (a) Schedule 4.09(a) sets forth a true and complete list of all no circumstances exist which could reasonably be expected to give rise to any (i) Registered Action that challenges the rights of CFC or any of the CFC Subsidiaries with respect to the validity or enforceability of the CFC-Owned Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation claim of the Business. Sellers exclusively own allinfringement, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Propertymisappropriation, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iiib) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements this Agreement will result in the material loss not give rise to any claim by any Person to a right to own, purchase, transfer, use, alter, impair, extinguish or impairment of restrict any of the CFC-Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Property or Intellectual Property and that is critical licensed to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that CFC or any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationCFC Subsidiary. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule Except as set forth on Section 4.09(a) sets forth a true and complete list of all the Disclosure Schedules: (i) Registered Intellectual Property included in To the Owned Intellectual Property, indicating for each item the registration or application numberKnowledge of Seller, the registration Transferred IP Rights are enforceable, valid and subsisting and there is no objection or application dateclaim being asserted or threatened in writing by any Person challenging the scope, and ownership, inventorship, validity or enforceability of any Transferred IP Rights; provided that the applicable filing jurisdiction and foregoing “Knowledge of Seller” qualifier shall not apply with respect to the Transferred Trademark Rights; (ii) Owned Intellectual Property on the Effective Date, one or more of Seller or the Divesting Entities is, and at the Closing, Seller or one or more of Seller or the Divesting Entities will be, (A) the sole and exclusive beneficial and, with respect to applications and registrations, record owner of, and hold good, saleable and sole title to the Transferred IP Rights other than the Transferred IP Rights that are licensed to Seller or one or more of the Divesting Entities, in which case, Seller or one or more of the Divesting Entities is the holder of an assignable valid right or license to such licensed Transferred IP Rights, and (B) the beneficial owner of the Licensed Seller Know-How (other than Licensed Seller Know-How that are licensed or granted to Seller under the License); (iii) other than pursuant to the Commercialization Agreement, no license of any kind relating to any Transferred IP Right has been granted by Seller or any Divesting Entity to any third parties (except for immaterial, non-exclusive licenses to use Transferred IP Rights to customers and suppliers in the ordinary course of business); (iv) the Transferred IP Rights are, to the Knowledge of Seller, free and clear of any Liens, other than Permitted Liens or pursuant to the License, except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Purchased Assets or the conduct of the Business; provided that the foregoing “Knowledge of Seller” qualifier shall not registered but apply with respect to the Transferred Trademark Rights; (v) there are no Legal Proceedings or other claims pending or threatened by Seller or any of its Affiliates against any Person, and none of Seller or any of its Affiliates has provided notice of any Person’s Infringement of any Transferred IP Right or Licensed Seller Know-How, in each case, except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Purchased Assets or the operation of the Business; (vi) there are no Legal Proceedings or other claims pending, or to the Knowledge of Seller, threatened against Seller or any of its Affiliates by any Person, and none of Seller or, to the Knowledge of Seller, any of its Affiliates received written notice (including in the form of offers, invitations to obtain a license or cease-and-desist letters) from any Person that is material the conduct of the Business (including the use of Licensed Seller Know-How), including the marketing and sale of the Products in the United States, constitutes Infringement of any IP Right of such Person, in each case, except as would not, individually or in the aggregate, reasonably expected to be materially adverse to the Purchased Assets or to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods).; (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule Section 4.09(b)) of the Disclosure Schedules, Sellers have provided Buyer with true and complete copies the Transferred IP Rights constitute all of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, the IP Rights owned or licensed to Sellers’ Knowledge, valid, binding and enforceable between the applicable or by Seller and its Affiliates at the other parties theretoClosing relating to the Products, except in respect of the manufacture and Seller andpackaging of the Products. To the Knowledge of Seller, all assignments, declarations and powers of attorney (collectively, “Formalities”) with respect to Sellers’ Knowledge, such other parties are in compliance with the material terms Transferred IP Rights have been properly obtained and conditions of such Intellectual Property Licensesrecorded. (c) To Sellers’ KnowledgeThe License is valid and binding on Seller or the Divesting Entity that is a party thereto and, to the conduct Knowledge of the Business as currently conducted does not infringeSeller, misappropriate, dilute or otherwise violateGrünenthal, and is in the past three full force and effect, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (3) years has not infringed, misappropriated regardless of whether enforcement is sought in a proceeding in equity or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolvedlaw), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated and neither Seller nor any of the Owned Intellectual Property Divesting Entities nor, to the Knowledge of Seller, Grünenthal is in material breach thereof or Transferred Technologyin material default thereunder, and no Seller event has made occurred that, with the giving of notice or asserted any claimlapse of time or both, demand would constitute a material breach thereof or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Propertymaterial default thereunder. (d) Sellers represent that they areSeller, and each as applicableDivesting Entity, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have has taken and currently takes commercially reasonable measures to protect the confidentiality of all Trade Secrets included confidential information material to the conduct of the Business and owned, used or held for use in the Owned Intellectual Property conduct of the Business by Seller or any Divesting Entity, and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations the Knowledge of confidentiality, and, to Sellers’ KnowledgeSeller, there has not been a breach any disclosure of any material trade secret or confidential information owned, used or held for use in the conduct of the Business to any Person in a manner that has resulted in the loss of such agreement trade secret or obligation other rights in and to such information. (e) To the Knowledge of Seller, the development, sale, distribution or other commercial exploitation (as currently marketed by Purchaser) of Products as of the date hereof do not infringe upon or misappropriate and have not infringed upon or misappropriated, any such United States IP Rights of any Person; provided that the foregoing “Knowledge of Seller” qualifier shall not require due inquiry. (f) To Seller’s Knowledge, Sellers have obtained Section 4.09(f) of the Disclosure Schedules lists all of the U.S. Patents licensed from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf Grünenthal under the terms of Sellers any Owned Intellectual Property the License that is material relate to the Business a written, present and, valid assignment of such Intellectual Property to a SellerProducts. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material Other than pursuant to the Business. (h) With respect Commercialization Agreement, or pursuant to the Transferred Contracts, Seller has not licensed or sublicensed IP Rights licensed to Seller under the License to any material Software included within the Transferred Intellectual Propertythird party other than for immaterial, non-exclusive licenses incidental to Sellers’ Knowledge (i) such Software is free from any material bugsdevelopment, viruses manufacturing, sale, marketing or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation distribution of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual PropertyProduct. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. GBC and each of its Subsidiaries owns, or is licensed to use (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertycase, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(aLiens), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are used in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, or necessary for the conduct of the Business its business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, conducted. The use of any Intellectual Property by GBC and its Subsidiaries does not, to the knowledge of GBC, infringe on or otherwise violate the rights of any Third Party. Sellers have not received person and is in accordance with any notice that Sellers’ use of applicable license pursuant to which GBC or any Subsidiary acquired the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property. To GBC’s knowledge, no person is challenging, infringing on or challenging the validity, registrability, otherwise violating any right of GBC or enforceability any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to GBC or its Subsidiaries. Neither GBC nor any of its Subsidiaries has received any written notice of any Registered pending claim with respect to any Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property used by GBC and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, its Subsidiaries and, to Sellers’ KnowledgeGBC’s knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned no Intellectual Property that owned and/or licensed by GBC or its Subsidiaries is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to being used or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software enforced in a manner that requires would result in the disclosure abandonment, cancellation or unenforceability of such Intellectual Property. Except as disclosed on Section 3.18 of the GBC Disclosure Schedule, consummation of the Merger will not give any proprietary Source Code, limits the ability to charge fees, or grants any license party to any Third Party license, software agreement or lease or similar arrangement the right to make derivative works. (i) Neither the execution, delivery terminate or performance renegotiate such agreement. For purposes of this Agreement, nor “Intellectual Property” means trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the consummation of goodwill associated with the transactions contemplated by foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the Ancillary Agreements will result in the material loss foregoing, including any extension, modification or impairment renewal of any of the Owned Intellectual Property. such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (j) All third-party code that is incorporated into the proprietary Software included including divisions, continuations, continuations in the Transferred Intellectual Property part and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”renewal applications), and following Closingany renewals, Buyer will be able extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to procure a license 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 all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code registration of copyrights in the Unaudited Financial Statements by more than $200,000any jurisdiction, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000any renewals or extensions thereof; provided that and any increases in license fees resulting from a volume increase, additional licenses similar intellectual property or other change in the operation of Business post Closing shall not be breaches of this representationproprietary rights. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSeller or one of its Affiliates is the owner of, or otherwise has the right to use, the Purchased Intellectual Property and, to Seller’s Knowledge, has valid license rights to all Licensed Registered Product IP pursuant to a Purchased Contract. To Seller’s Knowledge, the unexpired Purchased Intellectual Property and the Licensed Registered Product IP are valid and subsisting, other than the Purchased Intellectual Property which is subject to a pending application. Since the BLA Approval Date, neither Seller nor its Affiliates has sought to acquire license rights to any registered intellectual property owned by a Third Party, which license rights are required for Seller and its Affiliates’ use of the Product and conduct of the Product Business since the BLA Approval Date. (b) Section 3.1.11(b) of the Disclosure Schedules sets forth a true and complete list of all (i) Registered Purchased Intellectual Property included in owned by Seller or one of its Affiliates that has not expired or been abandoned and has issued, been registered or granted or that is the subject of an application for registration, issuance or grant (“Owned Registered Product IP”). All required maintenance fees, annuity fees or renewal fees for the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, Registered Product IP that are due and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material payable prior to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property Closing Date have been timely made (taking into account any applicable grace periods)or will be paid. (bc) Schedule 4.09(bSection 3.1.11(c) of the Disclosure Schedules sets forth, or at the Closing will set forth, forth a true and complete list of all Intellectual Property Licensesintellectual property rights material to the Product Business that are licensed to Seller or any of its Affiliates or which Seller or any of its Affiliates is otherwise authorized to use, that have not expired or been abandoned and have issued, been registered or granted by a Governmental Authority or that are the subject of an application for registration, issuance or grant by a Governmental Authority (“Licensed Registered Product IP”). Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ To Seller’s Knowledge, validall maintenance fees, binding annuity fees or renewal fees for such Licensed Registered Product IP that are due and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ payable have been paid. To Seller’s Knowledge, such as of the Execution Date, there are no royalties, fees or other parties are in compliance payments payable by Seller or any of its Affiliates to any Person with respect to the material terms and conditions of such Intellectual Property LicensesLicensed Registered Product IP pursuant to a license agreement that is not a Purchased Contract. (cd) As of the Execution Date, none of the Owned Registered Product IP or, to Seller’s Knowledge, the Licensed Registered Product IP is involved in any material Litigation or any material reissue, interference, reexamination or opposition proceeding. (e) To Sellers’ Seller’s Knowledge, the conduct of the Product Business as currently conducted by Seller or its Affiliates does not infringeinfringe or misappropriate any Third Party’s intellectual property rights. No Litigation is pending or, misappropriateto Seller’s Knowledge, dilute threatened against Seller (i) based upon, challenging or otherwise violate, and in seeking to deny or restrict the past three (3) years has not infringed, misappropriated or otherwise violated, use of any of the Purchased Intellectual Property or any Licensed Registered Product IP, (ii) alleging that Seller’s conduct of the Product Business infringes or misappropriates the intellectual property rights of any Third Party. Sellers have not received , or (iii) asserting a Paragraph IV Notification under 21 U.S.C. 355(j)(2)(B) relative to any notice that Sellers’ use Patent Rights listed in the Purchased Regulatory Approvals. (f) To Seller’s Knowledge, as of the Transferred Intellectual Property Execution Date, none of the Purchased Domain Names, Purchased Trademarks, Purchased Patents or registrations or applications to use or register such items in the conduct of the Business as currently conducted infringesTerritory is involved in any material Litigation or any material cancellation, misappropriatesnullification, dilutes interference, concurrent use or otherwise violatesopposition proceeding. (g) Seller has not granted any licenses, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation sublicenses or other violation by Sellers of rights in or with respect to the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Purchased Intellectual Property or Transferred Technologyany Licensed Registered Product IP to any Third Parties to Exploit the Product, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violationthan under the Shionogi License Agreement. There is no Proceeding pending or, to Sellers’ To Seller’s Knowledge, threatened, challenging a Seller’s ownership of no Third Party is engaging in any Owned Intellectual Property, activity that infringes or its right to use any Transferred Intellectual Property, or challenging misappropriates the validity, registrability, or enforceability of any Registered Purchased Intellectual Property included in or the Owned Intellectual PropertyLicensed Registered Product IP. (dh) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have Seller has taken commercially reasonable measures to protect the confidentiality of all Trade Secrets trade secrets and confidential information included in the Owned Intellectual Property Purchased Assets consistent with the measures taken to protect the confidentiality of trade secrets and no material Trade Secrets have been disclosed by Sellers confidential information of Seller’s other products, provided that, with respect to any Person except pursuant trade secrets or confidential information included in the Purchased Assets licensed to written non-disclosure agreements or other obligations of confidentialityShionogi, and, the foregoing representation is made solely as to Sellers’ Seller’s Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) . To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source CodePurchased Intellectual Property. Seller and its Affiliates have not received any assertion in writing from any Person relating to any right, limits the ability to charge feestitle, interest or other claim in, or grants the right to receive any license royalties or other consideration with respect to, any Purchased Intellectual Property or any Licensed Registered Product IP other than pursuant to any Third Party Contract listed in Schedule 5.11 or BMS pursuant to make derivative works. (i) Neither the execution, delivery or performance of this Amended and Restated Stock and Asset Purchase Agreement, nor the consummation dated as of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual PropertyJanuary 31, 2014 and related agreements. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Section 5.16(a)(i) of the Company Disclosure Schedule 4.09(a) sets forth contains a true and complete list as of all (i) the date of this Agreement of each Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, Right and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property Right Application included in the Owned Intellectual Property listed Rights as of the date of this Agreement. Section 5.16(a)(ii) of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all agreements (whether written or otherwise, including license agreements, research agreements, development agreements, distribution agreements, settlement agreements, consent to use agreements and covenants not to s▇▇, but excluding licenses to the Company or its Subsidiaries for commercial off the shelf computer software that are generally available on Schedule 4.09(anondiscriminatory pricing terms) that are material to the business of the Company or any of its Subsidiaries as conducted as of the date of this Agreement and as proposed by the Company or any of its Subsidiaries to be conducted (in the latter case, only with respect to any product, technology or service under development as of the date of this Agreement), (i) all such Registered to which the Company or any of its Subsidiaries is a party or otherwise bound, granting any right to use, exploit or practice, or a covenant not to s▇▇ under, any Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Rights. (b) Schedule 4.09(b) sets forth, or at The Licensed Intellectual Property and the Closing will set forth, a true and complete list of Owned Intellectual Property Rights together constitute all Intellectual Property LicensesRights necessary to, or used or held for use in, the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed by the Company or any of its Subsidiaries to be conducted (in the latter case, only with respect to any product, technology or service currently under development). Except as set forth There are no material restrictions on Schedule 4.09(b)the disclosure, Sellers have provided Buyer with true and complete copies use, license or transfer of all such the Owned Intellectual Property LicensesRights. All such The consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Owned Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Rights or Licensed Intellectual Property LicensesRights that are material to the business of the Company or any of its Subsidiaries as currently conducted and as proposed by the Company or any of its Subsidiaries to be conducted (in the latter case, only with respect to any product, technology or service currently under development). (c) To Sellers’ Knowledge, the conduct As of the Business as currently conducted does not infringedate of this Agreement, misappropriate, dilute none of the Company or otherwise violate, and any of its Subsidiaries has given to any Person since the beginning of the Company’s 2003 fiscal year an indemnity in the past three (3) years has not infringed, misappropriated or otherwise violated, connection with any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringesRight, misappropriatesother than indemnities (i) that, dilutes or otherwise violates, individually or in the past three aggregate, could not result in liability to the Company in excess of the amounts paid by such Person to the Company or any of its Subsidiaries or (3ii) years that arise under the standard form terms and conditions of sale of the Company or any of its Subsidiaries, copies of which are attached in Section 5.16(c) of the Company Disclosure Schedule. (d) None of the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violatedviolated any Intellectual Property Right of any Third Party. There is no Proceeding pending against, or, to the Knowledge of the Company, threatened against, the Company or any of its Subsidiaries (i) based upon, or challenging or seeking to deny or restrict, the rights of the Company or any of its Subsidiaries in any of the Owned Intellectual Property Rights and the Licensed Intellectual Property Rights, (ii) alleging that the use of the Owned Intellectual Property Rights or the Licensed Intellectual Property Rights or any services provided, processes used or products manufactured, used, imported or sold by the Company or any of its Subsidiaries do or may misappropriate, infringe or otherwise violate any Intellectual Property Right of any Third Party or (iii) alleging that the Company or any of its Subsidiaries have infringed, misappropriated or otherwise violated any Intellectual Property Right of any Third Party. None of the Company or any of its Subsidiaries has received from any Third Party an offer to license any Intellectual Property Rights of any such Third Party. No Proceedings are pending and no written notices have been received by Sellers during Party within the past three years. (3e) years None of the Owned Intellectual Property Rights or exclusively licensed Licensed Intellectual Property Rights that are material to the business of the Company or any of its Subsidiaries as currently conducted and as proposed by the Company or any of its Subsidiaries to be conducted (in the latter case, only with respect to any product, technology or earlierservice currently under development) (collectively, if presently the “Material Exclusive IP Rights”) has been adjudged invalid or unenforceable in whole or part, and, to the Knowledge of the Company, all of the Material Exclusive IP Rights are subsisting and have not resolved)expired or been cancelled or abandoned. There is no Proceeding pending, or, to the Knowledge of the Company, threatened, challenging or contesting the scope, validity, or enforceability in whole or in part of the Material Exclusive IP Rights. (f) The Company and its Subsidiaries exclusively own all Owned Intellectual Property Rights and hold all of the Company’s and its Subsidiaries’ licenses under the Licensed Intellectual Property Rights, in each casecase free and clear of any Lien, alleging other than Permitted Liens. For each patent or patent application (other than patent applications applied for within the past ninety (90) days), trademark registration or trademark application, service m▇▇▇ registration or service m▇▇▇ application, or copyright registration or copyright application included in the Material Exclusive IP Rights and owned by the Company or any infringementof its Subsidiaries, misappropriation an unbroken chain of assignments from the initial owner to the Company or other violation by Sellers its Subsidiaries has been duly recorded with the Governmental Authority from which the patent or registration issued or before which the application or application for registration is pending, except for assignments within the past ninety (90) days which are in the process of recordation. All actions materially necessary to maintain the Material Exclusive IP Rights have been taken, including payment of applicable maintenance fees and filing of applicable statements of use. (g) To the Knowledge of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c)Company, to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted misappropriated or otherwise violated any of the Owned Intellectual Property or Transferred Technology, Material Exclusive IP Rights in a manner that materially impairs the value of such Material Exclusive IP Rights. The Company and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers Subsidiaries have taken commercially reasonable measures steps in accordance with normal industry practice to protect maintain the confidentiality of all Trade Secrets trade secrets that are material to the business of the Company or any of its Subsidiaries as currently conducted and as proposed by the Company or any of its Subsidiaries to be conducted (in the latter case, only with respect to any product, technology or service currently under development). None of the Owned Intellectual Property Rights 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, has been disclosed other than to employees, representatives and agents of the Company or any of its Subsidiaries or to Third Parties, all of whom are bound by written confidentiality agreements. (h) The Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to preserve and maintain reasonably complete notes and records relating to the Owned Intellectual Property Rights. (i) With respect to each pending application for the Owned Intellectual Property Rights that is material to the business or operation of the Company or any of its Subsidiaries, the Company does not have Knowledge of any reason (except as disclosed in the official prosecution record for such application) that could reasonably be expected to prevent such pending application from being granted with coverage substantially equivalent to its latest amended version. None of the trademarks, service marks, applications for trademarks and applications for service marks included in the Owned Intellectual Property Rights that are material to the business or operation of the Company or any of its Subsidiaries has been the subject of an opposition or cancellation procedure. None of the patents and no patent applications included in the Owned Intellectual Property Rights that are material Trade Secrets have to the business or operation of the Company or any of its Subsidiaries has been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements the subject of an interference, protest, public use Proceeding or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Personthird party reexamination request. (fj) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers the extent that any Owned Intellectual Property Right that is material to the Business a written, present and, valid assignment business of such Intellectual Property the Company or any of its Subsidiaries as currently conducted and as proposed by the Company or any of its Subsidiaries to a Seller. be conducted (g) To Sellers’ Knowledge, in the past three (3) yearslatter case, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With only with respect to any material Software included within product, technology or service currently under development) has been developed or created by any Person (including any current or former employee of the Transferred Intellectual PropertyCompany or any of its Subsidiaries) for the Company or any of its Subsidiaries, to Sellers’ Knowledge (i) the Company or one of its Subsidiaries, as the case may be, has a written agreement with such Software is free from any material bugsPerson conveying exclusive ownership or an exclusive, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any perpetual license to any Third Party to make derivative works. (i) Neither the execution, delivery Company or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationits Subsidiaries with respect thereto. (k) Buyer To the Knowledge of the Company, the Company and Sellers agree that its Subsidiaries have at all times complied in all material respects with all applicable laws and regulations relating to privacy, data protection and the representations collection and warranties included use of personal information and user information gathered or accessed in this Section 4.09 shall be the sole course of the operations of the Company or any of its Subsidiaries. The Company and exclusive representations its Subsidiaries have at all times complied in all material respects with all rules, policies and warranties procedures established by the Company or any of Sellers its Subsidiaries from time to time with respect to Intellectual Property matters in the foregoing. No claims have been asserted or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries by any person or entity alleging a violation of such person’s or entity’s privacy, personal or confidentiality rights under any such laws, regulations, rules, policies or procedures. The consummation of the transaction contemplated by this AgreementAgreement will not materially breach or otherwise cause any material violation of any such laws, regulations, rules, policies or procedures. (l) (i) the Company has not disclosed to any Person any material confidential source code that is part of the software owned or exclusively licensed by the Company, (ii) no Person, other than the Company, possesses any current or contingent right to obtain, modify, distribute, disclose or have disclosed to them any material confidential source code that is part of the software owned or exclusively licensed by the Company and (iii) the Company is not obligated to make any such source code generally available pursuant to the terms of any license or distribution model requiring the public distribution or disclosure of source code, including without limitation the GNU General Public License (GPL), or the GNU Lesser General Public License or GNU Library General Public License (LGPL).

Intellectual Property. (a) Schedule 4.09(a2.1(b)(ii) sets forth a true complete and complete list accurate list, as of the date hereof, of all (i) Registered Intellectual Property included in the Owned Intellectual PropertyIP, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a)including, (i) all the jurisdiction in which each such item of Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid IP has been registered or filed and enforceablethe applicable registration or serial number, (ii) a Seller is any other Person that has an ownership interest in each such item of Registered IP and the owner nature of recordsuch ownership interest, and (iii) all maintenance fees material Contracts pursuant to which Seller obtains the right to use any Intellectual Property, and filings that are required (iv) all material Contracts pursuant to be made which Seller grants to maintain such Registered any other Person the right to use any Intellectual Property have been timely made (taking into account any applicable grace periods)Property. (b) Schedule 4.09(b) sets forthTo the Knowledge of Seller, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating any Intellectual Property rights right of any Third Partyother Person. Sellers have Seller has not received any written claim or written notice that Sellers’ from any Person alleging infringement, misappropriation or any other violation of Intellectual Property rights, offering a license to Intellectual Property Rights (in connection with alleged infringement), or challenging the validity, enforceability, use or ownership of the Transferred Intellectual Property or Seller’s interest in the conduct Intellectual Property. To the Knowledge of the Business as currently conducted infringesSeller, misappropriates, dilutes or otherwise violates, or in the past three (3) years no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating any Intellectual Property Rights of in any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Partymaterial respect. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (35.12(b) years (there are no pending or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted threatened administrative or otherwise violated any of the Owned judicial proceedings or actions involving Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership use of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Propertyrights. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (fc) To the Knowledge of Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who Seller has created or developed for or on behalf of Sellers any Owned Intellectual Property that is complied in all material respects with all applicable Laws relating to the Business a writtenprivacy of, present andand the collection, valid assignment use, storage and disclosure of such Intellectual Property to a personal information. To the Knowledge of Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to to, unauthorized disclosure of, or other misuse of any personal information collected by ▇▇▇▇▇▇. Seller has not experienced any material breach of security or other material unauthorized access by third parties to personal information, nor has Seller received any complaint regarding the collection, use or disclosure of any confidential or proprietary information or data that is both in Sellers’ possession or control personal information. The execution, delivery and material performance of this Agreement will comply with all laws and regulations applicable to Seller relating to privacy and with the Businessprivacy policies of Seller. (hd) With respect Seller represents and warrants that Seller has filed a Request for Extension of time to any material Software included within the Transferred Intellectual Propertyfile a Statement of Use for that certain trademark application whose Notice of Allowance was issued on January 28, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software 2014 in a manner that requires the disclosure form required to maintain use of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative workssaid trademark. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered VERITAS owns, or has the right to use, sell or license such Intellectual Property included in Rights (as defined below) as are necessary or required for the Owned Intellectual Property, indicating for each item Conduct of the registration or application number, the registration or application date, and the applicable filing jurisdiction and VERITAS Business (ii) Owned such Intellectual Property that is not registered but that is material Rights being hereinafter collectively referred to as the operation "VERITAS IP RIGHTS") and such ownership or rights to use, sell or license are reasonably sufficient for the Conduct of the VERITAS Business. Sellers exclusively , except for any failure to own allor have the right to use, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are sell or license that would not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by have a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed Material Adverse Effect on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)VERITAS. (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true All VERITAS IP Rights are owned free and complete list clear of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licensesany Encumbrances. (c) To Sellers’ KnowledgeThe execution, delivery and performance of this Agreement and the conduct consummation of the Business as currently conducted does transactions contemplated hereby will not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights constitute a material breach of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property material instrument or material agreement in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights respect of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during VERITAS IP Rights (the past three (3) years (or earlier, if presently not resolved"VERITAS IP RIGHTS AGREEMENTS"), in each case, alleging any infringement, misappropriation will not cause the forfeiture or other violation by Sellers termination or give rise to a right of the Intellectual Property rights forfeiture or termination of any Third Party. Except as set forth in Schedule 4.09(cVERITAS IP Right or materially impair the right of Newco to use, sell or license any VERITAS IP Right or portion thereof (except where such breach, forfeiture, termination or impairment would not have a Material Adverse Effect on VERITAS), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they areThere are no royalties, each as applicablehonoraria, fees or other payments payable by any member of the registrant VERITAS Group to any person by reason of record the ownership, use, license, purchase, sale or disposition or acquisition of each domain name as set forth any of the VERITAS IP Rights in Schedule 4.09(d) (collectively, the “Domain Names”)an amount exceeding $100,000 in any one year. (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ To VERITAS' Knowledge, there has not been a breach no third party is infringing or misappropriating any of any such agreement or obligation by any such Personthe VERITAS IP Rights. (f) To Seller’s VERITAS' Knowledge, Sellers have obtained from each Person (including current i) neither the manufacture, marketing, license, sale or intended use of any product currently licensed or sold by VERITAS or any of the VERITAS Subsidiaries or currently under development by VERITAS or any of the VERITAS Subsidiaries violates any license or agreement relating thereto between VERITAS or any of the VERITAS Subsidiaries and former employees and independent contractors) who has created any third party or developed for or on behalf of Sellers infringes any Owned Intellectual Property Right of any other party, (ii) there is no pending or threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any VERITAS IP Right and (iii) no third party has notified VERITAS that any VERITAS IP Right or the proposed use, sale, license or disposition thereof, conflicts or will conflict with the rights of any other party, nor is material to the Business there any basis therefor except for any violations, infringements, claims or litigation that would not have a written, present and, valid assignment of such Intellectual Property to a SellerMaterial Adverse Effect on VERITAS. (g) VERITAS has taken reasonable and practicable steps designed to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, all material trade secrets or other confidential information constituting VERITAS IP Rights. To Sellers’ VERITAS' Knowledge, no current or prior officers, employees or consultants of VERITAS claim an ownership interest in any VERITAS IP Rights as a result of having been involved in the past three (3) yearsdevelopment of such property while so employed, there has been no material unauthorized access or retained, or otherwise. To VERITAS' Knowledge, all development employees of the VERITAS IP Rights, and all other officers, employees and consultants of VERITAS have executed and delivered to VERITAS or material unauthorized use the VERITAS Subsidiary an agreement regarding the protection of any confidential or proprietary information and the assignment to VERITAS or data that is both in Sellers’ possession the VERITAS Subsidiary of all Intellectual Property Rights arising from the services performed for VERITAS or control and material to the BusinessVERITAS Subsidiary by such persons, except where the absence of such an agreement would not have a Material Adverse Effect on VERITAS. (h) With Section 3.15(h) of the VERITAS Disclosure Letter sets forth and summarizes each of the VERITAS IP Rights, the absence of which would have a Material Adverse Effect on VERITAS, that a third party owns and that VERITAS uses pursuant to a license, sublicense, agreement or other permission and describes and identifies such license, sublicense, agreement or other permission (excluding shrink wrap licenses to commercially available software sold at retail). Such license, sublicense, agreement or permission covering the item is legal, valid, binding, enforceable and in full force and effect and will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms to Newco's benefit immediately following the Effective Time, except where it would not have a Material Adverse Effect on Newco, and such license, sublicense, agreement or permission does not restrict VERITAS' ability to market any material VERITAS Product in any material jurisdiction or with respect to any material Software included within the Transferred Intellectual Propertymarket or industry, to Sellers’ Knowledge (i) and VERITAS is not in breach or default of any such Software is free from license, sublicense, agreement or permission. No person other than VERITAS holds any material bugs, viruses license or other malicious coderight to manufacture, modify, or create derivative works based on any of the VERITAS Products, other than OEM agreements that would not have a Material Adverse Effect on VERITAS. No person (iiother than Newco) the Source Code for such Software has not been disclosed will be or become entitled to any Third Party, and (iii) such Software does not contain, derive from or link to any open receive a copy of source Software in a manner that requires the disclosure code of any proprietary Source Code, limits software included among the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance VERITAS Assets as a result of this Agreement, nor the consummation of the transactions any Ancillary Agreement or any other agreement or transaction contemplated by the Ancillary Agreements will result in the material loss this Agreement. To VERITAS' Knowledge, no person holds or impairment has been granted access to any copy of source code of any of software included among the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included VERITAS Assets unless such person has agreed in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for writing (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for to hold such third-party source code in confidence and take reasonable steps to preserve the Unaudited Financial Statements by more than $200,000, secrecy of such source code; and (ii) an aggregate amount during not to use such source code for any purpose except to support such person's internal use of such source code or to modify such source code solely for the twelve (12) months period following the initial one-year period immediately following Closing that shall purpose of internally using such modifications. VERITAS has not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that knowingly taken or knowingly failed to take any increases in license fees resulting from a volume increaseaction that, additional licenses directly or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to indirectly, has caused any Intellectual Property matters Rights in this Agreementsource code of material VERITAS Products to enter the public domain such as would have a Material Adverse Effect on VERITAS.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered 18.1 All rights, including Intellectual Property included Rights and database rights, in and used in connection with the Owned Intellectual Property, indicating for each item the registration or application numberProducts, the registration or application date, Personal Data and the applicable filing jurisdiction all other material and (ii) Owned Intellectual Property that is not registered but that is material data supplied to the operation of Partner by CPW pursuant to this Agreement or supplied by Prospective Customers or Customers to the Business. Sellers exclusively own allPartner ("Rights"), are and shall remain vested in CPW absolutely who may use the same as it so wishes and grant licences in respect thereof as it so wishes. 18.2 The Partner hereby assigns to CPW, with full title guarantee free from all encumbrances all present and future right, title and interest it may acquire in any such Rights. The Partner shall at CPW’s request from time to time (and notwithstanding termination) sign and execute such documents and do all Owned Intellectual Property, free such acts and clear things and provide such information and assistance as CPW may reasonably require for the purposes of obtaining or confirming to CPW all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect rights and title to the Registered Intellectual Property included Rights and for the purpose of asserting protections in or defending any interest in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Rights. (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice 18.3 Partner acknowledges that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use the CPW Intellectual Property Rights is only as expressly set out in this Agreement. Partner acknowledges and agrees that its use of the CPW Intellectual Property Rights pursuant to this Agreement does not give Partner any Transferred rights, title or interest in the CPW Intellectual PropertyProperty Rights except the right to use the CPW Intellectual Property Rights as expressly permitted by this Agreement, and that all goodwill in or challenging associated with the validityCPW Intellectual Property Rights, registrabilityincluding any goodwill generated by or arising through Partner’s activities under this Agreement accrue for the benefit of, and belong exclusively to, CPW or enforceability any other party nominated by CPW. 18.4 From time to time, Partner may be permitted to use CPW Intellectual Property Rights. In using CPW Intellectual Property Rights, Partner must: 18.4.1 comply with the CPW Brand Guidelines; 18.4.2 ensure that each reference to and use of CPW Intellectual Property Rights is in accordance with any written instructions from CPW or CPW; 18.4.3 observe any marketing guidelines and directions regarding the use of CPW Intellectual Property Rights notified by CPW particularly in respect of all advertising materials, websites and signage; 18.4.4 submit details of any Registered use of CPW Intellectual Property included Rights to CPW at the address notified to Partner for prior approval at least ten (10) Business Day’s before use by Partner. CPW may refuse any use in the Owned Intellectual Propertyits absolute discretion. (d) Sellers represent that they are18.5 Partner must not: 18.5.1 Alter, each as applicabledestroy, the registrant cover or remove any of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned CPW Intellectual Property and no material Trade Secrets have been disclosed by Sellers Rights ; or 18.5.2 Affix its own trade mark (or that of a third party), either in addition to or in place of any existing CPW Intellectual Property Rights affixed to any Person except pursuant to written non-disclosure agreements Products or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation packaging supplied by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers CPW or CPW under this Agreement; or, . 18.5.3 licence, permit or otherwise authorise any Owned third party to use CPW Intellectual Property that is material Rights. 18.6 Partner must immediately inform CPW if Partner becomes aware of any improper or wrongful use by any person of CPW Intellectual Property Rights. 18.7 Partner must not do, cause or authorise to be done, anything which may impair, damage or be detrimental to the Business a writtenreputation or goodwill associated with CPW, present andProducts, valid assignment or the CPW Intellectual Property Rights, which may adversely affect the value or validity of CPW Intellectual Property Rights or which may bring CPW Intellectual Property Rights into disrepute or which may jeopardise or invalidate any registration or application of registration of the CPW Intellectual Property Rights or CPW’s title to the CPW Intellectual Property Rights. 18.8 Partner must not use, register, attempt to use or attempt to register any name or any combination of names the same as or similar to "Carphone Warehouse Business", or any other trade name of the CPW Group or any confusingly similar name or mark in its business, including any website domain name, trade name or company name without first having obtained the prior written permission of CPW which may be refused in CPW’s absolute discretion. Partner agrees to comply with all reasonable conditions and instructions (if any) that CPW may attach to the granting of such permission. 18.9 Partner must not register, anywhere in the world, CPW Intellectual Property Rights or any other trade mark which, in CPW’s opinion, is identical or confusingly similar to a Sellerthe CPW Intellectual Property Rights. 18.10 If, for the purposes of Partner performing any of its obligations under this Agreement, it is necessary for Partner to use any software provided by CPW (g) To Sellers’ Knowledge"Software"), then CPW shall grant to Partner a non-exclusive, non-transferable licence to use the Software in accordance with CPW’s direction and licence terms and solely for the past three (3) yearspurpose of fulfilling Partner’s obligations under this Agreement. Partner acknowledges and agrees that, there has been no material unauthorized access to the maximum extent permitted by applicable law, CPW disclaims all warranties, conditions or material unauthorized terms, whether express or implied, including implied warranties, conditions or terms of satisfactory quality or fitness for a particular purpose with respect to the Software, any installation of the Software and any accompanying documentation. Partner acknowledges and agrees that CPW will not have any liability for any loss of, damage to, or corruption of, data caused by the installation and/or use of the Software by Partner. Such licence will automatically terminate at the same time that the Partner’s appointment under this Agreement is terminated for any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Businessreason. (h) With respect to any material Software included within 18.11 During the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance term of this Agreement, nor CPW may approve and agree from time to time for the consummation Partner and CPW to produce Jointly Branded Advertising Materials. Where CPW obtain such agreement and approval from CPW to produce Jointly Branded Advertising Material the following will apply: 18.11.1 the responsibility for costs of production and distribution of such Jointly Branded Advertising Materials will be agreed at the time; 18.11.2 either CPW or Partner (the "Creator") must submit all elements of the transactions contemplated Jointly Branded Advertising Materials to the other (the "Recipient") for its approval; 18.11.3 if the Recipient rejects any element of the Jointly Branded Advertising Materials submitted by the Ancillary Agreements Creator for approval, the Creator will result in work with the material loss or impairment of Recipient to resolve any of outstanding issues and continue to resubmit such Jointly Branded Advertising Materials until: a- the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000Recipient gives its approval; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.or

Intellectual Property. (a) Schedule 4.09(a) Section 3.13 of the Seller Disclosure Letter sets forth a true and complete list of all (i) Registered Intellectual Property registered and material unregistered Marks, issued Patents and registered Copyrights included in the Owned Transferred Intellectual Property, indicating including any pending applications to register any of the foregoing, identifying for each item the registration whether it is owned by or application number, the registration exclusively or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material non-exclusively licensed to the operation Seller. (b) No registered ▇▇▇▇ identified on Section 3.13 of the BusinessSeller Disclosure Letter has been during the last three years or is now involved in any opposition or cancellation proceeding and, to the Knowledge of the Seller, no such proceeding is or during the last three years has been threatened with respect to any of such Marks. Sellers No Patent identified on Section 3.13 of the Seller Disclosure Letter has been or is now involved in any interference, reissue or reexamination proceeding and, to the Knowledge of the Seller, no such proceeding is or has been threatened with respect thereto any of such Patents. (c) The Seller exclusively own all, right, title and interest in all Owned Intellectual Propertyowns, free and clear of any and all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller all Transferred Intellectual Property identified on Section 3.13 of the Owned Seller Disclosure Letter and all other Transferred Intellectual Property, except for Transferred Intellectual Property that is licensed to the Seller by a third-party licensor pursuant to a written license agreement that remains in effect. The Seller has not received any notice or materially restricting claim challenging its ownership of any of the licensing thereof Transferred Intellectual Property owned (in whole or in part) by the Seller, nor to the Knowledge of the Seller is there a reasonable basis for any claim that it does not so own any of such Transferred Intellectual Property. (d) The Seller has taken all reasonable steps in accordance with standard industry practices to protect its rights in the Transferred Intellectual Property and has taken all reasonable steps to maintain the confidentiality of all information that constitutes or constituted a Trade Secret included therein. No present or former employee, officer or director of the Seller, or agent, outside contractor or consultant of the Seller, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Person. With respect to Transferred Intellectual Property. (e) All registered Marks, issued Patents and registered Copyrights identified on Section 3.13 of the Seller Disclosure Letter (“Seller Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (iIP”) all such Registered Intellectual Property is are valid and subsisting and, to Sellers’ Knowledgethe Knowledge of the Seller, valid and enforceable, and the Seller has not received any notice or claim challenging the validity or enforceability of any Seller Registered IP or alleging any misuse of such Seller Registered IP. The Seller has not taken any action or failed to take any action and, to the Knowledge of the Seller, there are no facts or circumstances, that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any of the Seller Registered IP (ii) a Seller is including the owner failure to pay any filing, examination, issuance, post registration and maintenance fees, annuities and the like and fraud or the failure to disclose any known material prior art or other material facts in connection with the prosecution of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periodspatent applications). (bf) Schedule 4.09(b) sets forthThe development, manufacture, sale, distribution or at other commercial exploitation of products, and the Closing will set forthprovision of any services, a true by or on behalf of the Business or the Seller in connection with the Business, and complete list all of all the other activities or operations of the Business or the Seller in connection with the Business, have not infringed upon, misappropriated, violated, diluted or constituted the unauthorized use of, any Intellectual Property Licensesof any third-party, and the Seller has not received any notice or claim asserting or suggesting that any such infringement, misappropriation, violation, dilution or unauthorized use is or may be occurring or has or may have occurred, nor to the Knowledge of the Seller, is there a reasonable basis therefor. Except as set forth on Schedule 4.09(b)Section 3.13 of the Seller Disclosure Letter, Sellers have provided Buyer with true and complete copies of all such no Transferred Intellectual Property Licensesis subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use or licensing thereof by the Seller or the Business. All such To the Knowledge of the Seller, no third-party is misappropriating, infringing, diluting or violating any Transferred Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the a material terms and conditions of such Intellectual Property Licensesrespect. (cg) To Sellers’ KnowledgeThe Seller has not transferred ownership of, or granted any exclusive license with respect to, any Transferred Intellectual Property. Upon the consummation of the Closing, the Buyer shall succeed to all of the Seller’s rights and interest in or under all Transferred Intellectual Property and all other Intellectual Property used or held for use by the Seller in connection with the conduct of the Business that is necessary for the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violateconducted, and in all of the past three (3) years has not infringed, misappropriated or otherwise violated, any Seller’s rights under all Transferred Intellectual Property rights and all such other Intellectual Property shall be exercisable by the Buyer in all material respects to the same extent as by the Seller prior to the Closing. Except as listed on Section 3.13 of the Seller Disclosure Letter, no loss or expiration of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property or any other Intellectual Property used or held for use by the Seller in connection with the conduct of the Business is threatened, pending or reasonably foreseeable. (h) The Excluded Intellectual Property set forth on Section 2.2(c) of the Seller Disclosure Letter (the “Licensed Excluded IP”) constitutes the sole Excluded Intellectual Property that is or may be necessary to the conduct of the Business as currently conducted. The Seller exclusively owns, free and clear of any Encumbrances, the Licensed Excluded IP, and has the full and unrestricted right and authority to grant the licenses set forth in Section 5.22 hereunder. The Seller has not granted any license, covenant, option or other right to any third-party under any of the Licensed Excluded IP, nor is the use or exploitation of any Licensed Excluded IP (either by the Seller or any licensee of the Seller) restricted by the terms of any settlement agreement or other Contract. Neither (i) the Licensed Excluded IP, (ii) the license grant by the Seller to the Buyer of the Licensed Excluded IP as set forth in Section 5.22 hereunder, nor (iii) the use, development, sale or other exploitation of the Licensed Excluded IP in the conduct of the Business as currently conducted conducted, conflicts with, infringes, misappropriates, dilutes violates or otherwise violatesconstitutes unauthorized use of or will conflict with, or in the past three (3) years has infringedinfringe, misappropriated misappropriate, violate or otherwise violated, constitute unauthorized use of any Intellectual Property Rights or other proprietary right of any Third Party. No Proceedings are pending third-party. (i) The Seller (i) takes reasonable measures, directly or indirectly, to ensure the confidentiality, privacy and no written notices have been received by Sellers security of customer, employee and other confidential information in connection with the Business and (ii) complies and has during the past three (3) years (or earliercomplied in all material respects with applicable data protection, if presently not resolved)privacy and similar Laws, directives and codes of practice in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers jurisdiction relating to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation data processed by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (hj) With respect to any The IT Assets owned, used or held for use by the Seller and included in the Purchased Assets operate and perform in all material Software included within respects in accordance with their documentation and functional specifications and otherwise as required by the Transferred Intellectual PropertySeller in connection with the Business. To the Knowledge of the Seller, to Sellers’ Knowledge (i) such Software is IT Assets are free from any material bugs, viruses software defects and do not contain any material “back door,” “time bomb,” “Trojan horse,” “worm,” “virus” or other malicious codesoftware routine or hardware component that causes the software or any portion thereof to be erased, (ii) inoperable or otherwise incapable of being used, either automatically, with the Source Code for such Software passage of time or upon command by any Person. The Seller has not been disclosed to any Third Party, implemented commercially reasonable backup and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative worksdisaster recovery technology. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered All registered Intellectual Property included Rights and applications therefor owned or purported to be owned by Parent or any of its Subsidiaries are subsisting and unexpired, and, to the Knowledge of Parent, valid and, to the Knowledge of Parent, enforceable. Parent and its Subsidiaries have taken with respect to all such registered Intellectual Property Rights all actions reasonably necessary to maintain such registered Intellectual Property Rights, including payment of applicable application, filing, registration and maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information, except as would not, individually or in the Owned aggregate, reasonably be expected to result in a Parent Material Adverse Effect. No such registered Intellectual PropertyProperty Right is involved in any interference, indicating for each item the registration reissue, re-examination or application numberopposition proceeding, the registration nor in any litigation to which Parent or application dateany of its Subsidiaries is a party, and the applicable filing jurisdiction and (ii) Owned no other Person has notified Parent or its Subsidiaries that any such proceeding or litigation involving any such registered Intellectual Property that Right is not registered but that is threatened. (b) Parent and each of its Subsidiaries exclusively owns or controls all material Intellectual Property Rights owned or purported to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertybe owned by it, free and clear of any and all Encumbrances Liens (other than Permitted EncumbrancesLiens). Sellers are not bound by , including claims of current or former employees and contractors, and neither Parent nor any outstanding judgmentof its Subsidiaries has since the Applicable Date received any written claim from any other Person challenging the validity, injunctionenforceability, order use or decree or ownership of any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesRights. (c) To Sellers’ Knowledgethe Knowledge of Parent, (i) the conduct operation of the Business as currently conducted business of Parent and each of its Subsidiaries does not infringe, misappropriate, dilute misappropriate or otherwise violate, and in violate the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending other Person, and no written notices have been received by Sellers during (ii) since the past three (3) years (or earlierApplicable Date, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringedclaimed the same in writing (including by a “cease and desist” letter or invitation to take a patent license). To the Knowledge of Parent, misappropriatedno Person is infringing, diluted misappropriating or otherwise violated violating any Intellectual Property Rights owned or purported to be owned by Parent or any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual PropertySubsidiaries. (d) Sellers represent that they areParent and each of its Subsidiaries has taken all commercially reasonable actions and has implemented all commercially reasonable policies and procedures to protect (i) its material trade secrets and confidential information, each as applicable(ii) all Personal Data and all other personal, personally identifiable, sensitive or regulated information collected, stored, used, disclosed, transmitted, transferred, processed or disposed of by or on behalf of Parent or any of its Subsidiaries and (iii) the registrant integrity, continuous operation and security of record of each domain name as set forth the IT Assets used in Schedule 4.09(d) (collectively, the “Domain Names”)connection with its business. (e) Sellers have taken commercially reasonable measures Since the Applicable Date, Parent and each of its Subsidiaries has complied in all material respects with all applicable Laws and all applicable contractual obligations relating to protect the confidentiality collection, storage, use, transfer and any other processing of all Trade Secrets included Personal Data collected or used by Parent or any of its Subsidiaries. Parent and its Subsidiaries have implemented backup, security and disaster recovery technology and procedures consistent with standard practices for the industries in the Owned Intellectual Property which Parent and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from its Subsidiaries operate in each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, applicable jurisdiction in the past three (3) years, there which they do business. There has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third PartyPersonal Data, and (iii) such Software does not containno material breaches, derive from outages or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment violations of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included IT Assets used in the Transferred Intellectual Property and that business of Parent or any of its Subsidiaries. There is critical to the operation of such Software is commercially available no complaint to, or any audit, proceeding, investigation (each a “Critical IP License” and collectively “Critical IP Licenses”)formal or informal) or claim currently pending against, and following Closing, Buyer will be able to procure a license for all such third-Parent or its Subsidiaries by any private party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that or any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers Governmental Entity with respect to Intellectual Property matters in this Agreementthe collection, use, retention, disclosure, transfer, storage or disposal of Personal Data.

Intellectual Property. Licensor represents and warrants to Licensee that (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in Licensor owns the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, entire right, title and interest in all Owned Intellectual Propertyand to the Primary Patent Cases, free and clear of all Encumbrances liens, charges, and encumbrances, (other than Permitted Encumbrances). Sellers are b) Licensor has the right to grant to Licensee the rights and licenses under the Licensed Patent Rights, existing as of the Effective Date, granted in this Agreement and has not bound by previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Licensed Patent Rights in any outstanding judgmentmanner inconsistent with the terms hereof, injunctionand will not take any of the foregoing actions in any manner inconsistent with the terms hereof, order (c) none of the Licensed Patent Rights, existing as of the Effective Date, was, to the actual knowledge of Licensor’s employees involved in the negotiation of this Agreement or decree prosecution of the Primary Patent Cases, fraudulently procured from the relevant governmental patent granting authority, (d) as of the Effective Date, there is, to the actual knowledge of Licensor’s employees involved in the negotiation of this Agreement or prosecution of the Primary Patent Cases, no claim or demand of any Person pertaining to, or any contractual obligation materially restricting proceeding which is pending or threatened in writing, that asserts the use by a Seller invalidity, misuse or unenforceability of the Owned Intellectual PropertyLicensed Patent Rights or challenges Licensor’s ownership of the Licensed Patent Rights or makes any adverse claim with respect thereto, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner knowledge of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, Licensor’s employees involved in the negotiation of this Agreement or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct prosecution of the Business as currently conducted does not infringePrimary Patent Cases, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, there is no basis for any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any such claim, demand or notice against any person or entity alleging any such infringementproceeding, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality actual knowledge of all Trade Secrets included in Licensor, as of the Owned Intellectual Property Effective Date, the Licensed Patent Rights [**], and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property the Licensed Patent Rights include all Patent Rights that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses are owned or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation exclusively licensed by Licensor as of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, Effective Date and (ii) an aggregate amount during Cover the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code Licensed Compounds or their use in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationField. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) 4.8.1 Section 4.8.1 of the Parent Disclosure Letter sets forth a true and complete list of all patents, patent applications, registered trademarks, material unregistered trademarks, registered copyrights and Internet domain name registrations that are, as of the date of this Agreement, owned by the RSN Subsidiaries (i) Registered Intellectual Property included in the "Owned Intellectual Property, indicating for each item "). The RSN Subsidiaries own the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (and have the exclusive right to use and sublicense, without payment to any other than Permitted Encumbrances). Sellers are not bound by any outstanding judgmentPerson, injunction, order or decree or any contractual obligation materially restricting the use by a Seller all of the Owned Intellectual Property. As of the date hereof, or materially restricting the licensing thereof no license relating to any Person. With respect to the Registered Intellectual Property included in of the Owned Intellectual Property listed on Schedule 4.09(a)has been granted, (i) except as provided in the Ancillary Agreements, and except for Customer Agreements entered into in the ordinary course of business. 4.8.2 Section 4.8.2 of the Parent Disclosure Letter sets forth a list that includes all such Registered material Intellectual Property that is subsisting andheld for use under license by the RSN Subsidiaries as of the date hereof (the "Licensed Intellectual Property"). As of the date hereof, neither Parent nor the RSN Subsidiaries have given or received any notice of material default or of any event which with the lapse of time would constitute a material default under any material agreement relating to the Licensed Intellectual Property; neither Parent nor the Transferred Subsidiaries, nor, to Sellers’ Parent's Knowledge, valid and enforceableany other Person, (ii) a Seller currently is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain in material default under any such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)agreement. (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ 4.8.3 To Parent's Knowledge, validas of the date hereof, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are no third party is infringing in compliance with the any material terms and conditions of such respect a proprietary right in any Owned Intellectual Property Licenses. (c) Property. To Sellers’ Parent's Knowledge, the conduct use of any Owned Intellectual Property or Licensed Intellectual Property in connection with the Transferred Business as currently conducted does not infringematerially infringe upon, misappropriate, dilute violate or otherwise violate, and conflict in the past three (3) years has not infringed, misappropriated or otherwise violated, any way with any material Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of Person. 4.8.4 There is no pending or, to Parent's Knowledge, threatened material claim (i) challenging the validity or enforceability of, or contesting the Parent's or the Transferred Intellectual Property in the conduct of the Business as currently conducted infringesSubsidiaries' right to make, misappropriatessell, dilutes or otherwise violatesoffer to sell, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated and/or use any of the Owned Intellectual Property or Transferred TechnologyLicensed Intellectual Property; (ii) challenging the validity or enforceability of any agreement relating to the Owned Intellectual Property or Licensed Intellectual Property; or (iii) asserting that the manufacture, and no Seller has made or asserted any claimsale, demand or notice against any person or entity alleging any such infringementoffer of sale, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership and/or use of any Owned Intellectual PropertyProperty or Licensed Intellectual Property infringes upon, misappropriates, violates or its right to use conflicts in any Transferred way with the Intellectual Property, or challenging the validity, registrability, or enforceability Property rights of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. 4.8.5 The making, using, selling, offering to sell, or other implementation of any apparatus, systems, processes, methods, or other technologies (fand/or combination thereof) To Seller’s Knowledgeused in or necessary for operation and conducting of the Transferred Business as currently conducted do not infringe upon, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created misappropriate, violate, or developed for or on behalf of Sellers conflict in any Owned way with the material Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use rights of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the BusinessPerson. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a6.16(a) sets forth (i) a true true, correct and complete list and a brief description of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free including a complete identification of each patent and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order patent application and each registration or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid application for registration thereof; and enforceable, (ii) a true, correct and complete list and a brief description of all Licensed Intellectual Property, other than any software that is generally available on standard terms for less than US$1,000 per copy, seat, CPU or named user. The rights of the Company Representor or Seller is Representor in or to such Owned Intellectual Property and Licensed Intellectual Property do not conflict with or infringe on the owner rights of recordany other Person, and (iii) all maintenance fees and filings that are required none of any of the Company Representor or Seller Representor has received any claim or written notice from any Person to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)effect. (b) Schedule 4.09(b) sets forthThe Company Representors have delivered to Purchaser true, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true correct and complete copies of all such the registrations for Owned Intellectual Property Licenses. All such and agreements pursuant to which the Licensed Intellectual Property Licenses are, identified on Schedule 6.16(a)(ii) have been licensed or sublicensed to Sellers’ Knowledge, valid, binding and enforceable between the applicable Company Representor or Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesRepresentor. (c) To Sellers’ KnowledgeThe Company Representor or Seller Representor owns all Owned Intellectual Property free and clear of any Encumbrance, other than any non-exclusive licenses granted by the conduct of the Business as currently conducted does not infringe, misappropriate, dilute Company Representor or otherwise violate, and Seller Representor in the past three (3) years ordinary course of business. The Company Representor or Seller Representor has not infringedthe right, misappropriated or otherwise violatedpursuant to valid and enforceable licenses, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ to use of the Transferred Licensed Intellectual Property in the conduct manner in which the Licensed Intellectual Property is currently being used. No Actions have been made or asserted or are pending (and, to the Knowledge of the Business as currently conducted infringesCompany Representor, misappropriates, dilutes no Action has been threatened) against the Company Representor or otherwise violates, Seller Representor either (i) based upon or in challenging or seeking to deny or restrict the past three (3) years has infringed, misappropriated use by the Company Representor or otherwise violated, any Intellectual Property Rights Seller Representor of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made the Licensed Intellectual Property; or asserted any claim, demand or notice against any person or entity (ii) alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of that any Owned Intellectual PropertyProperty or Licensed Intellectual Property is being licensed, sublicensed or its right to use used in violation of patents, copyrights or trademarks or any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability other rights of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent Person. No Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures are confusingly similar to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned the Licensed Intellectual Property that is material exclusively licensed to the Business a written, present and, valid assignment of such Company Representor or Seller Representor or that infringe upon the Owned Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in or the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data Licensed Intellectual Property that is both in Sellers’ possession or control and material exclusively licensed to the Business. (h) With respect to any material Software included within Company Representor or Seller Representor or upon the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses rights of the Company Representor or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the Seller Representor. The consummation of the transactions contemplated by the Ancillary Agreements this Agreement will not result in the material loss termination or impairment of any of the Owned Intellectual Property or Licensed Intellectual Property or any of the rights of the Company Representor or Seller Representor in any of the Owned Intellectual Property or Licensed Intellectual Property. (jd) All third-party code that is incorporated into the proprietary Software included in the Transferred The Owned Intellectual Property and the Licensed Intellectual Property described in Schedule 6.16(a) constitute all of the Intellectual Property used or held or intended to be used by the Company Representor or Seller Representor, and there are no other items of Intellectual Property that is critical are material to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses Company Representor or other change in the operation of Business post Closing shall not be breaches of this representationSeller Representor. (ke) Buyer To the Knowledge of the Company Representor, there is no reason that would prevent any pending applications to register trademarks, service marks or copyrights or any pending patent applications from being granted. (f) No product or service of the Company Representor or Seller Representor infringes or has infringed or otherwise violates or has violated the intellectual property rights of any other Person, and Sellers agree no Actions have been made or asserted or are pending (and, to the Knowledge of the Company Representor, no Action has been threatened) against the Company Representor or Seller Representor alleging that any product or service of the representations and warranties included in this Section 4.09 shall be Company Representor or Seller Representor infringes or violates the sole and exclusive representations and warranties intellectual property rights of Sellers with respect to Intellectual Property matters in this Agreementany other Person except as set forth on Schedule 6.16(f).

Intellectual Property. (a) Section 3.11(a) of the Seller Disclosure Schedule 4.09(a) sets forth a true and complete list of all the material (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, patents and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceablepatent applications, (ii) a Seller is the owner of recordtrademark registrations and applications, and (iii) all maintenance fees domain names and filings (iv) copyright registrations and applications that are required to be made to maintain owned by a Seller (with co-owned patents and patent applications denoted as such Registered Intellectual Property on such schedule). To the Knowledge of the Sellers, all such material issued patents and trademark and copyright registrations are subsisting and have not expired, lapsed or been timely made (taking into account any applicable grace periods)abandoned or cancelled. (b) Schedule 4.09(b) sets forthTo the Knowledge of the Sellers, the Sellers own or at have a right to use the Closing will set forth, a true and complete list of all Intellectual Property Licensesused in the conduct of their business as currently conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 4.09(b)To the Knowledge of the Sellers, none of the Sellers have provided Buyer with true and complete copies of all such is infringing or misappropriating any Intellectual Property Licenses. All of any other Person, except for such infringements and misappropriations as would not, individually or in the aggregate, have a Material Adverse Effect, and there are no material Actions currently pending or, to the Knowledge of the Sellers, currently threatened against the Sellers with respect to Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, of any such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesPerson. (c) To Sellers’ Knowledge, the conduct Knowledge of the Business as currently conducted does not infringeSellers, misappropriate, dilute no Person is infringing or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, misappropriating any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of owned by or exclusively licensed to the Sellers, except for such infringements and misappropriations as would not, individually or in the aggregate, have a Material Adverse Effect, and there are no material Actions currently pending or threatened by the Sellers against any Third Party. Except as set forth in Schedule 4.09(c), Person with respect to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property owned by or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, exclusively licensed to the Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) There are no material judicial consents, judgments or orders, or litigation settlements, with respect to Intellectual Property issued against the Sellers represent or, to the Knowledge of the Sellers, that they are, each as applicable, are otherwise binding on any Intellectual Property owned by or exclusively licensed to the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)Sellers. (e) To the Knowledge of the Sellers, the Sellers have taken commercially reasonable measures to protect maintain the confidentiality of all Trade Secrets included trade secrets of the business of the Sellers that the Sellers intend to maintain as confidential, except as would not, individually or in the Owned Intellectual Property and no material Trade Secrets aggregate, have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such PersonMaterial Adverse Effect. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSection 4.21(a) sets forth a true and complete list of all the Seller Disclosure Letter lists, with respect to the Acquired Intellectual Property, all: (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating registrations and applications for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and of Marks; (ii) Owned registered copyrights; and (iii) material Software. All material Acquired Intellectual Property that is not registered but that valid, subsisting and enforceable, and a Seller or an Acquired Subsidiary, as applicable, is material to the operation sole owner of the Business. Sellers exclusively own all, right, title and interest in all Owned such Acquired Intellectual Property, Property free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens). (b) The operations of the Business do not infringe on, misappropriate or otherwise violate any Intellectual Property rights of any third party, except for such infringements, misappropriations or violations as would not have a Business Material Adverse Effect. (c) Except as would not have a Business Material Adverse Effect, there are no proceedings pending before any Governmental Authority or, to the Knowledge of Sellers, threatened involving any Acquired Intellectual Property or Shared Intellectual Property or, to the Knowledge of Sellers, involving any Licensed Intellectual Property. Sellers are To the Knowledge of Sellers, and except as would not bound have a Business Material Adverse Effect: (i) there is no infringement, misappropriation or other violation of any Acquired Intellectual Property by any third party; (ii) none of the Acquired Intellectual Property or Shared Intellectual Property is subject to any outstanding judgment, injunction, order or writ, order, decree or any contractual obligation materially agreement prohibiting or restricting the use thereof by a Seller Sellers or any of the Owned their Affiliates that owns or has any right, title or interest in any Acquired Intellectual Property, Property or materially Shared Intellectual Property or prohibiting or restricting the assignment, licensing or transfer thereof to by Sellers or any Person. With respect to the Registered of their Affiliates that owns or has any right, title or interest in any Acquired Intellectual Property included in the Owned or Shared Intellectual Property listed on Schedule 4.09(ato Purchaser (including through the Acquired Subsidiaries), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, ; and (iii) all maintenance fees and filings that are required to be made to maintain such Registered no Acquired Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at is the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights subject of any Third Party. Sellers have not received re-examination, opposition, cancellation or invalidation proceeding before any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual PropertyGovernmental Authority. (d) Except as would not have a Business Material Adverse Effect: (i) none of Sellers represent that they areor their Affiliates has experienced any defects or disruption in the operation of any Information Technology or Software used in connection with the Business, each including any error or omission in the processing of any transactions other than defects which have been corrected as applicableof the date hereof and (ii) to the Knowledge of Sellers, there have been no security breaches in the registrant of record of each domain name as set forth Information Technology or Software used in Schedule 4.09(d) (collectively, connection with the “Domain Names”)Business. (e) Sellers have taken commercially reasonable measures With respect to protect the confidentiality of all Trade Secrets material Software included in the Owned Acquired Assets or the Shared Intellectual Property and no material Trade Secrets have been disclosed by Sellers Property, or to any Person except be provided to Purchaser pursuant to written non-disclosure agreements or other obligations of confidentiality, andthe Services Agreement, to the Knowledge of Sellers’ Knowledge, there has not been a breach no such Software contains any device or feature designed to disrupt, disable or otherwise impair the functioning of any such agreement Software. With respect to material Software included in the Acquired Assets, none of Sellers or their Affiliates has any duty or obligation by (whether present, contingent or otherwise) to deliver, license or make available the source code for any such Software to any escrow agent or other Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property No Patent that is material to owned by Sellers, any of their respective Affiliates or any member of the Business a written, present and, valid assignment of such Intellectual Property to a SellerCantor Group exclusively covers the Business. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data No Software that is both owned by Sellers, any of their respective Affiliates or any member of the Cantor Group is exclusively used in Sellers’ possession or control and material to connection with the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSection 3.13(a) of the Seller Disclosure Letter sets forth a true complete and complete accurate list of all (i) Registered Intellectual Property included in the Owned Intellectual Propertyregistrations and applications constituting Transferred IP. Seller, indicating for each item the registration a Selling Subsidiary or application numbera Transferred Subsidiary, the registration or application dateas applicable, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertysolely owns, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller Encumbrances all of the Owned Transferred IP. Other than Seller, the Selling Subsidiaries and the Transferred Subsidiaries, no Affiliate of the Seller owns any Intellectual Property, or materially restricting the licensing thereof to any Person. With respect Property exclusively relating to the Registered Intellectual Property included Business. There is no Action pending or threatened in writing that challenges the Owned Intellectual Property listed on Schedule 4.09(a)validity, (i) all such Registered Intellectual Property is subsisting andenforceability, to Sellers’ Knowledgeregistration, valid and enforceable, (ii) a Seller is the owner ownership or use of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Transferred IP. (b) Schedule 4.09(b) sets forth, or at To the Closing will set forth, a true and complete list Knowledge of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ KnowledgeSeller, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not since June 30, 2015 infringed, misappropriated misappropriated, diluted or otherwise violated, any Intellectual Property rights of any Third PartyPerson. Sellers have not received Neither Seller nor any notice that Sellers’ use of the Selling Subsidiaries or the Transferred Intellectual Property Subsidiaries, is engaged in any outstanding dispute under which it is alleged that the conduct of the Business as currently conducted infringesinfringes the Intellectual Property of any Person. To the Knowledge of Seller, misappropriatesno Person is infringing, dilutes misappropriating, diluting or otherwise violatesviolating the Transferred IP in any material respect. All Transferred IP including, or in without limitation, the past three items on Section 3.13(a) of the Seller Disclosure Letter are subsisting and, to the Knowledge of Seller, valid and enforceable. (3c) years has infringedThe Transferred IP and the Intellectual Property licensed under the Assumed Contracts to Seller, misappropriated or otherwise violatedthe Selling Subsidiaries and the Transferred Subsidiaries, along with any Intellectual Property Rights provided to Purchaser pursuant to the Transition Services Agreement or any other Closing Agreement, comprises all Intellectual Property necessary or used to operate and conduct the Business immediately following the Closing, in all material respects, as conducted in the ordinary course of business in the twelve-month period ended June 30, 2018 except as set forth on Section 3.13(c) of the Seller Disclosure Letter. None of Seller, the Selling Subsidiaries, or the Transferred Subsidiaries or, to the Knowledge of Seller, any other party to a Contract relating to the Business pursuant to which Intellectual Property is either (i) licensed to Seller, a Selling Subsidiary or a Transferred Subsidiary, or (ii) licensed by Seller, a Selling Subsidiary or a Transferred Subsidiary, is in breach of such Contract, and none of Seller, the Selling Subsidiaries or the Transferred Subsidiaries has notified any Person, and no Person has notified in writing Seller, the Selling Subsidiaries or the Transferred Subsidiaries of any Third Partysuch breach. (d) Seller has taken, and has caused the Selling Subsidiaries and the Transferred Subsidiaries to take, measures consistent with good industry practice to protect the security, continuous operation and integrity of their material systems, networks and Software used in the Business. No Proceedings are pending and no Each item of Business IT is owned by, or validly used under a written notices have been received by Sellers during agreement with, Seller, the past three (3) years (or earlierSelling Subsidiaries and/or Transferred Subsidiaries. Each agreement relating to the Business IT is provided under a written Contract with the relevant Seller, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third PartySelling Subsidiary and/or Transferred Subsidiary. Except as set forth in Schedule 4.09(c)the Closing Agreements, to Sellers’ Knowledgethe Business IT is in good working order (ordinary wear and tear excepted) in all material respects, during has been, and currently is, adequate for the past three current business and operations of the Business. The Business IT: (3i) years has not suffered any material failure since June 30, 2015; and (or earlierii) is reasonably secure against intrusion in all material respects. None of Seller, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property Selling Subsidiaries or the Transferred TechnologySubsidiaries has since June 30, 2015 suffered any material security breaches or any unauthorized disclosures of data that have resulted in (i) a third-party obtaining access to any confidential information of Seller or any of the Selling Subsidiaries or the Transferred Subsidiaries or any of their respective customers or other third parties or (ii) an obligation to notify any Governmental Authority or any other Person, in each case, in connection with the Business. Seller has, and no Seller has made caused the Selling Subsidiaries and the Transferred Subsidiaries to have, implemented and maintained, consistent with good industry practice and its contractual obligations to third persons, (i) security and other measures to protect the Business IT from unauthorized access, use or asserted any claimmodification, demand or notice against any person or entity alleging any (ii) disaster recovery and back up procedures in relation to the Business IT and (iii) the carrying out of regular penetration testing on the Business IT and reasonable remediation of weaknesses detected by such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)testing. (e) Sellers have taken commercially reasonable measures Seller and each of the relevant Selling Subsidiaries has the right to protect grant the confidentiality various licenses of all Trade Secrets included Intellectual Property to Purchaser as contained in the Owned Intellectual Property IP License Agreement, Software License Agreement and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such PersonTrademark Transfer & License Agreement. (f) To Seller’s KnowledgeNeither Seller nor the Selling Subsidiaries or the Transferred Subsidiaries use, Sellers nor have obtained from each used any “open source” Software or any modification or derivative thereof: (i) in a manner that would grant or purport to grant to any Person any rights to or immunities under any of the Transferred IP, or (including current and former employees and independent contractorsii) who has created under any license requiring the disclosure, distribution or developed reverse-engineering of the source code to any of the Software in the products of the Business, to license or provide such source code to any Person for the purpose of making derivative works, or on behalf of Sellers to make available for redistribution to any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of Person such Intellectual Property to a Sellersource code at no or minimal charge. (g) To Sellers’ KnowledgeSeller has taken, in and has caused the past three (3) yearsSelling Subsidiaries and the Transferred Subsidiaries to take, there has been no material unauthorized access commercially reasonable measures to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control safeguard the Intellectual Property and material trade secrets owned by Seller, the Selling Subsidiaries and the Transferred Subsidiaries related to the Business. All Persons who have contributed, developed or conceived any Transferred IP have done so pursuant to a valid and enforceable agreement that protects the confidential information of the Business and assigns to Seller, the Selling Subsidiaries or the Transferred Subsidiaries, as applicable, exclusive ownership of the Person’s contribution, development or conception and none of Seller, nor any of the Selling Subsidiaries or the Transferred Subsidiaries, is engaged in any outstanding claims, and, to the Knowledge of Seller, there are no circumstances which exist that are likely to give rise to any claim, for any compensation or other payments such as royalties in relation to any Transferred IP that such Person has developed, created or invented. No employee, independent contractor or agent of Seller, the Selling Subsidiaries or the Transferred Subsidiaries has misappropriated any material trade secrets of Seller, any of the Selling Subsidiaries or the Transferred Subsidiaries in the course of his or her performance as an employee, independent contractor or agent, and no employee, independent contractor or agent of Seller, the Selling Subsidiaries or the Transferred Subsidiaries is in material default or material breach of any material term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or contract to the extent relating to the protection, ownership, development, use or transfer of Intellectual Property of Seller, the Selling Subsidiaries, or the Transferred Subsidiaries, in each case, in connection with the Business. None of Seller, the Selling Subsidiaries or the Transferred Subsidiaries (i) has disclosed any of the material trade secrets or material confidential information included in the Intellectual Property of Seller, the Selling Subsidiaries or the Transferred Subsidiaries related to the Business to any third-party other than pursuant to a written confidentiality agreement, nor (ii) has disclosed, delivered, licensed or otherwise made available, nor has a duty or obligation (whether present, contingent or otherwise) to disclose, deliver, license or otherwise make available, any source code for any proprietary Software of the Business to any Person. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the The execution, delivery or performance of this Agreement, nor Agreement and the consummation of the transactions contemplated by the Ancillary Agreements herein will not contravene, conflict with or result in any limitation on Purchaser’s right, title or interest in or to the material loss Transferred IP. (i) None of Seller, the Selling Subsidiaries or impairment of the Transferred Subsidiaries has received any written complaint or claim for compensation from any third-party, regarding (i) Seller’s, any of the Owned Intellectual PropertySelling Subsidiaries’ or the Transferred Subsidiaries’ failure or alleged failure to comply with any Data Security Requirements, or (ii) Seller’s, the Selling Subsidiaries’ or the Transferred Subsidiaries’ collection, use or disclosure of personally identifiable information and/or Personal Data, in each case, in connection with the Business. (j) All third-party code that is incorporated into Seller, the proprietary Software included in Selling Subsidiaries and the Transferred Intellectual Property Subsidiaries are, and that is critical since June 30, 2015 have been, in material compliance with all Data Security Requirements pertaining to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)processing, collection, storage, use, disclosure, and following Closingtransfer of personally identifiable information and/or Personal Data. None of Seller, Buyer will be able to procure the Selling Subsidiaries or the Transferred Subsidiaries uses any Personal Data it receives through any websites or otherwise in connection with the Business in a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing manner that shall not exceed the amount reflected for such third-party code violates any Data Protection Legislation in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationmaterial respect. (k) Buyer and Sellers agree Since June 30, 2015, no Data Protection Authority has: (i) alleged in writing that Seller, the representations and warranties included Selling Subsidiaries or the Transferred Subsidiaries, has failed to comply with Data Protection Legislation, in this Section 4.09 shall be connection with the sole and exclusive representations and warranties Business; or (ii) threatened in writing to conduct an investigation into or take enforcement action against Seller, the Selling Subsidiaries, or the Transferred Subsidiaries, in connection with the Business. (l) Since June 30, 2015, none of Sellers Seller, the Selling Subsidiaries, or the Transferred Subsidiaries, in connection with respect the Business, has suffered a personal data breach that required notification to Intellectual Property matters in this Agreementa Data Protection Authority.

Intellectual Property. Schedule 4.15 contains a list of all material Seller Intellectual Property, other than (a) Schedule 4.09(acommercial off-the-shelf Software having a cost of less than Five Hundred Dollars ($500) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration per seat or application number, the registration or application date, and the applicable filing jurisdiction license and (iib) Owned standard form non-exclusive licenses with respect to Intellectual Property that is generally available and has a cost of less than Ten Thousand Dollars ($10,000) per year, specifying in each case whether such Seller Intellectual Property is owned or controlled by or for, licensed to, or otherwise held by or for the benefit of Seller. 4.15.1 Seller has the right to bring actions for the infringement of its respective rights to the Seller Intellectual Property, with such exceptions as in the aggregate have not registered but had and would not reasonably be expected to have a Material Adverse Effect on the Business, and the consummation of the transactions contemplated hereby will not (i) give rise to any right of termination or cancellation with respect to any license or other agreement to use, sell, license or dispose of such Seller Intellectual Property which in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Business or (ii) in any way impair any currently existing right of Seller to use, sell, license or dispose of or to bring any action for the infringement of any of the rights to such Intellectual Property or any portion thereof, with such exceptions as in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Business. 4.15.2 (a) None of the former or present employees, officers, directors or independent contractors of Seller holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Seller Intellectual Property; (b) Seller does not license from any present or, to Seller’s Knowledge, former employees, officers, directors or independent contractors of Seller, any Seller Intellectual Property which is necessary for the Business; (c) except for agreements imposing an obligation on former or present employees, officers, directors, or independent contractors of Seller to keep the Seller Intellectual Property confidential or to assign to Seller any Seller Intellectual Property created, developed or conceived by any such Persons, Seller is not a party to any employment contract, patent disclosure agreement or any other Contract with any employee of Seller relating to any Seller Intellectual Property, that is material grants such employee an ownership right in such Intellectual Property. 4.15.3 With such exceptions as in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Business, (i) the operation of the Business. Sellers exclusively own allBusiness and the manufacture, rightmarketing, title use, sale, licensure or disposition of any Seller Intellectual Property in the manner currently used, sold, licensed or disposed of by Seller does not and interest will not (A) violate any license or agreement between Seller and any third party, or (B) based, in all Owned part, on representations and warranties from third parties from whom such Seller Intellectual PropertyProperty is licensed by Seller, free and clear infringe on the proprietary rights of all Encumbrances any Person, nor has such an infringement been alleged within three years preceding the date of this Agreement (other than Permitted Encumbrancessuch as have been resolved). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, ; (ii) there is no pending or to Seller’s Knowledge, threatened, claim or litigation challenging or questioning the validity, ownership or right to use, sell, license or dispose of any such Seller Intellectual Property in the manner in which currently used, sold, licensed or disposed of by Seller, nor is there a valid basis for any such claim or litigation, nor has Seller received any notice asserting that the proposed operation of the Business or the use, sale, license or disposition by Seller of any of the Seller Intellectual Property conflicts or will conflict with the rights of any other party, nor is the owner of record, there a valid basis for any such assertion in each case; and (iii) all maintenance fees and filings that are required to be made to maintain such Registered none of the Seller Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property used in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years is being infringed by any Person and Seller has infringed, misappropriated or otherwise violated, not asserted any Intellectual Property Rights claim of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in misuse within the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Set forth on Schedule 4.09(a) sets forth 2.17 of the Vyteris Schedule of Exceptions is a true and complete list list, as of the date hereof, of all material patents, trademarks, trade names, service marks, and registered copyrights (i) Registered and all pending applications or current registrations for any of the foregoing), and all licenses granted to Vyteris by third parties of patent rights, trademark rights, trade name rights and service mark rights (together with trade secrets and know how used in the co▇▇▇▇t of Vyteris' business, the "Vyteris Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted EncumbrancesRights"). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b)2.17 of the Vyteris Schedule of Exceptions, Sellers have provided Buyer with true and complete copies to the knowledge of Vyteris, Vyteris owns, or has validly licensed or otherwise has the right to use or exploit, as currently used or exploited, all such of the Vyteris Intellectual Property LicensesRights, free of any lien or any obligation to make any payment (whether of a royalty, license fee, compensation or otherwise). All such To the knowledge of Vyteris after due inquiry, no claims are pending or threatened against Vyteris to the effect that Vyteris is infringing or otherwise violating the rights of any person with regard to any Vyteris Intellectual Property Licenses areRight or that any Vyteris Intellectual Property Right is invalid or unenforceable. To the knowledge of Vyteris, no person is infringing the rights of Vyteris with respect to any Vyteris Intellectual Property Right nor, to Sellers’ Knowledgethe knowledge of Vyteris, validhas any person threatened to do so. To the knowledge of Vyteris, binding and enforceable between the applicable Seller and the other parties theretoneither Vyteris, and Seller andnor any of its employees, to Sellers’ Knowledgeagents or independent contractors, such other parties are in compliance connection with the material terms and conditions performance of such Intellectual Property Licensesperson's services with Vyteris, as the case may be, has used, appropriated or disclosed, directly or indirectly, any trade secret or other proprietary or confidential information of any other person without the right to do so, or otherwise violated any confidential relationship with any other person, other than such actions that did not have, or could not reasonably be expected to have, a Material Adverse Effect on Vyteris. (cb) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in on Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any 2.17 of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership Vyteris Schedule of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works.Exceptions: (i) Neither All former and current consultants or contractors of Vyteris have executed and delivered written instruments with Vyteris, that assign to Vyteris all rights to any inventions, improvements, discoveries or information developed by them. All employees of Vyteris who participated in the execution, delivery creation or performance of this Agreement, nor contributed to the consummation development of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Vyteris Intellectual Property Rights were employees of Vyteris at the time of rendering such services, such services were within the scope of their employment and that is critical such employees have validly assigned any rights to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able Vyteris Intellectual Property Rights to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and Vyteris; and (ii) an aggregate amount during Vyteris has taken all such security measures as it has determined are commercially reasonable and appropriate, including entering into appropriate confidentiality and nondisclosure agreements with all of its employees, consultants and contractors, and any other persons with access to the twelve (12) months period following trade secrets or know how of Vyteris, to protect the initial one-year period immediately following Closing secrecy, confidentiality and value of all such trade secrets or know how. There has not been any breach by Vyteris, nor, to the knowledge of Vyteris, any other party to any such agreement, other than such actions that shall could not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from reasonably be expected to have a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationMaterial Adverse Effect on Vyteris. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) 3.1.9 sets forth a true and complete list of all (i) Registered of the SELLER’s Intellectual Property. All Intellectual Property included in listed on Schedule 3.1.9, is valid, enforceable and subsisting. SELLER has the Owned exclusive right to file, prosecute and maintain all applications and registrations with respect to such Intellectual Property. Except as set forth in Schedule 3.1.9, indicating for each item none of the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material subject to the operation any Lien in favor of the Business. Sellers exclusively own all, any third party and SELLER owns all right, title and interest therein and no other Person has any right, title or interest in all Owned or to any of the Intellectual Property. Except as set forth in Schedule 3.1.9, free and clear none of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by SELLER’s rights in or to any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, Property shall be adversely affected by its execution or materially restricting delivery of this Agreement or by the licensing thereof performance of its obligations hereunder. No claims with respect to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking asserted or threatened by any Person against VHI. No use of any of the Intellectual Property by SELLER constitutes or has constituted an unauthorized use, infringement, misappropriation or other violation of the Intellectual Property of any other Person and no valid grounds exist for any claims against SELLER with respect to any Intellectual Property. Without limiting the generality of the foregoing, no Person ever employed or otherwise engaged by SELLER has asserted or, to SELLER’s knowledge, threatened any claim against SELLER relating to any Intellectual Property. To SELLER’s knowledge, there has not been, nor is there presently, any unauthorized use, infringement, misappropriation or violation of any of the Intellectual Property by any Person. Except as set forth in Schedule 3.1.9, SELLER has the full and exclusive right to possess, use, copy, distribute, display, transfer and license all of the Intellectual Property. Except as set forth in Schedule 3.1.9, SELLER has not entered into account any applicable grace periods). (b) Schedule 4.09(b) sets forthagreement to indemnify any other Person against any charge of infringement of any Intellectual Property. SELLER has not entered into any agreement granting any third party the right to bring infringement actions with respect to, or at otherwise to enforce rights with respect to, any of the Closing will set forthIntellectual Property. SELLER has paid all material fees, a true annuities and complete list of all other payments which have heretofore become due to any Governmental Authority with respect to the Intellectual Property Licensesand has taken all steps reasonable and necessary to prosecute and maintain the same. Except as set forth on Schedule 4.09(b)3.1.9, Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years SELLER has not infringed, misappropriated transferred its title in or otherwise violated, to any ACCESSIBLE Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third PartyProperty. Except as set forth in on Schedule 4.09(c)3.1.9, SELLER has not permitted any Person to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated utilize any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of Each US Borrower owns or licenses or otherwise has the right to use all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating intellectual property necessary for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of its business as presently conducted or proposed to be conducted. As of the Business. Sellers exclusively own allClosing Date, righteach US Borrower does not have any intellectual property registered, title or subject to pending applications, in the United States Patent and interest Trademark Office, the Canadian Intellectual Property Office or any similar office or agency in all Owned Intellectual Propertythe US or Canada, free and clear of all Encumbrances (any State or Province thereof, any political subdivision thereof or in any other country, other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included those described in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid its Information Certificate and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, granted any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or licenses with respect thereto other violation by Sellers of the Intellectual Property rights of any Third Party. Except than as set forth in Schedule 4.09(c)its Information Certificate. No event has occurred which permits or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights. No product, process, method, substance or other intellectual property or goods bearing or using any intellectual property presently contemplated to Sellers’ Knowledgebe sold by or employed by a US Borrower infringes any patent, during the past three (3) years (trademark, service ▇▇▇▇, trade name, copyright, license or earlier, if other intellectual property owned by any other Person presently not resolved) and no Person has infringed, misappropriated, diluted claim or otherwise violated litigation is pending or threatened against or affecting a US Borrower contesting its right to sell or use any such intellectual property. Its Information Certificate sets forth all of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution agreements or other violation. There is no Proceeding pending or, arrangements of applicable US Borrower pursuant to Sellers’ Knowledge, threatened, challenging which it has a Seller’s ownership of any Owned Intellectual Property, license or its other right to use any Transferred Intellectual Propertytrademarks, logos, designs, representations or challenging other intellectual property owned by another person as in effect on the validityClosing Date and the dates of the expiration of such agreement or other arrangements of applicable US Borrower as in effect on the Closing Date (collectively, registrabilitytogether with such agreement or other arrangement as may be entered into by a US Borrower after the Closing Date, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain NamesLicense Agreements” and individually, a “License Agreement”). . No trademark, service ▇▇▇▇, copyright or other intellectual property at any time used by a US Borrower which is owned by another person, or owned by a US Borrower subject to any security interest, lien, collateral assignment, pledge or other encumbrance in favor of any person other than Agent, is affixed to any Eligible Inventory, except (ea) Sellers have taken commercially reasonable measures to protect the confidentiality extent permitted under the terms of all Trade Secrets included the License Agreement(s) listed in the Owned Intellectual Property Information Certificates (if any); and no material Trade Secrets have been disclosed (b) to the extent the sale of Inventory to which such intellectual property is affixed is permitted to be sold by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person US Borrower under applicable law (including current and former employees and independent contractors) who has created or developed for or on behalf the United States Copyright Act of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller1976). (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. Section 2.15 of the Seller Disclosure Schedule sets forth a complete and accurate list of all Intellectual Property owned or licensed by Seller and used or useful in connection with the Business (collectively, the “Business Intellectual Property”), and, to the Seller’s knowledge, the Business Intellectual Property is sufficient for the conduct of the Business as currently conducted. (a) Schedule 4.09(a) sets Except as set forth a true and complete list in Section 2.15 of all the Seller Disclosure Schedule, to the Seller’s knowledge (i) Registered with respect to any Business Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and owned by Seller (ii) Owned as opposed to Business Intellectual Property that of which Seller is not registered but that is material to the operation of the Business. Sellers exclusively own alla licensee), Seller owns all right, title and interest in to all Owned such Business Intellectual Property, free and clear without any conflict known to Seller with the rights of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceableothers, (ii) a no Person other than Seller is has the owner of recordright to use the Business Intellectual Property owned by Seller, and (iii) all maintenance fees and filings that are required Seller has the valid right to be made use, pursuant to maintain such Registered a license, sublicense or other agreement, any Business Intellectual Property have been timely made (taking into account any applicable grace periods)that is owned by a Person other than Seller. (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (ci) To Sellers’ Knowledgethe Seller’s knowledge, the conduct of the Business as currently conducted does not infringeinfringe upon, misappropriate, dilute misappropriate or otherwise violateconflict with any Intellectual Property right of any third Person, and (ii) the Seller has not received from any Person in the past three 5 years any written notice, charge, compliant, claim or assertion of any of the foregoing and (3iii) years has not infringed, misappropriated or otherwise violated, any no such claim is impliedly threatened by an offer to license Intellectual Property rights from any third Person under claim of any Third Party. Sellers have not received any notice that Sellers’ use use. (c) To the Seller’s knowledge, the execution and delivery of this Agreement and the consummation of the Transferred Transactions will not result in the loss of, or any Encumbrance on, the rights of Seller with respect to the Business Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received owned by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property.it; (d) Sellers represent that they are, each as applicableTo the Seller’s knowledge, the registrant execution and delivery of record this Agreement and the consummation of each domain name the transactions contemplated hereby will not result in the breach of, or create on behalf of any third Person the right to terminate or modify, (i) any license, sublicense or other agreement relating to any Business Intellectual Property owned by Seller, or (ii) any license, sublicense and other agreement as set forth in Schedule 4.09(d) (collectivelyto which Seller is a party and pursuant to which Seller is authorized to use any third Person Business Intellectual Property, the “Domain Names”).excluding generally commercially available, off-the-shelf software programs. 7148758.4 (e) Sellers have taken commercially reasonable measures to protect To the confidentiality Seller’s knowledge, no claim by any third Person contesting the validity, enforceability, use or ownership of all Trade Secrets included in any of the Owned Business Intellectual Property and no material Trade Secrets have has been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentialitymade, andis currently outstanding or, to Sellers’ KnowledgeSeller’s knowledge, has been threatened, and to Seller’s knowledge, there has not been a breach of any such agreement or obligation by any such Personare no grounds for the same. (f) To the Seller’s Knowledgeknowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created the loss or developed for or on behalf expiration of Sellers any Owned Business Intellectual Property that is material rights would not reasonably be expected to the Business result in a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third PartySeller Material Adverse Effect, and (iii) no such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Propertyexpiration is threatened, pending or reasonably foreseeable. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered The Assets as currently used by Sellers do not infringe, misuse or misappropriate any Intellectual Property included Right of any Person, violate any right of privacy or any property rights of any Person, or contain any material or information that is libelous or obscene; provided, however, that no such representation under this Section 2.9 is made to the extent that any such infringement, misuse or misappropriation arose out of acts, omissions or events (or was inherent in the Owned Intellectual PropertyAssets) prior to October 1, indicating for each item 2001. To the registration Knowledge of Sellers no such infringement, misuse of, misappropriation of or application numberviolation of rights or existence of libelous or obscene material exists with respect to acts, the registration omissions or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Propertyevents prior to, or materially restricting the licensing thereof to any Person. With with respect to the Registered Intellectual Property included in Assets as the Owned Intellectual Property listed on Schedule 4.09(a)same existed prior to, (i) all such Registered Intellectual Property is subsisting andOctober 1, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses2001. Except as set forth on Schedule 4.09(b2.9(a), there is no pending (or to the Knowledge of Sellers, threatened) claim or charge with respect to any of the foregoing. There is no pending claim by Sellers have provided Buyer or any of their Affiliates against any Person for infringement, misuse or misappropriation of any Intellectual Property Right, or for any violation of any right of privacy or any property rights, with true and complete respect to any of the Assets, nor to the Knowledge of Sellers, has any act, omission or state of events occurred that might allow Sellers or any of their Affiliates to pursue a claim for any of the foregoing. No Seller nor any of their Affiliates is obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any Intellectual Property Right with respect to or in connection with any of the Assets or with respect to or in connection with consummation of any of the transactions contemplated hereby. (b) To the Knowledge of Sellers, there are no full or partial copies of all such Intellectual Property any of the Transferred Software, the Testing Materials, the Documentation or any Transferred IP other than (i) copies of the Transferred Software to be retained by Sellers pursuant to the License-Back Agreement, (ii) copies of the Transferred Software (in object code form only) lawfully held by nonexclusive end-user licensees pursuant to the End-User Licenses and/or the Portal Licenses. All such Intellectual Property Licenses are, (iii) copies to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties theretobe delivered to Buyer hereunder, and Seller and(iv) any copies that may have been created by any Person other than Sellers and its Affiliates prior to October 1, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses2001. (c) To Sellers’ Knowledge, the conduct Each item of the Business as currently conducted does not infringe, misappropriate, dilute software or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated circuitry included within any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There Assets is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership free of any Owned Intellectual Propertycomponents, devices or its right routines that are designed to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses permit a program to be disabled with the passage of time or under the positive control of a Person other malicious code, (ii) than the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.licensee or

Intellectual Property. (ai) Schedule 4.09(a4.2(j) sets forth of the Disclosure Letter includes complete and accurate particulars of all registrations and applications for registration of the Intellectual Property owned by Corporation. Schedule 4.2(j) of the Disclosure Letter also includes a true and complete list of all (i) Registered Intellectual Property included licenses granted to the Corporation in connection with the Owned Intellectual Property, indicating for each item conduct of the registration or application number, the registration or application date, and the applicable filing jurisdiction and Business. (ii) Owned Intellectual Property that is not registered but that is material to the operation Except as set forth in Schedule 4.2(j) of the Business. Sellers exclusively own allDisclosure Letter, Corporation owns all right, title and interest in all Owned and to the Intellectual PropertyProperty owned by Corporation, free and clear of all Encumbrances (other than Permitted Encumbrances)Liens. Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect Corporation has made available to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true Purchaser Parties accurate and complete copies of all such the Contracts governing any licensed Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties theretoCorporation has not, and Seller andto the knowledge of Corporation, no other party thereto has, breached any of the Contracts (including, for certainty, any Public Software Contracts) governing licensed Intellectual Property. Neither this Agreement, nor the transaction contemplated hereby, will cause the termination, or cause any Person to Sellers’ Knowledgehave a right of termination, such other parties are in compliance with the material terms and conditions of such any Contract governing licensed Intellectual Property LicensesProperty. (ciii) To Sellers’ Knowledgethe knowledge of the Silanis Companies, the conduct operation of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of infringe upon the Intellectual Property rights of any Third PartyPerson. Except as set forth in Schedule 4.09(c)4.2(j) of the Disclosure Letter, no written claims have been asserted by any Person alleging that the conduct of the Business, including the use of the Intellectual Property owned by, licensed to Sellers’ Knowledgeor used by Corporation, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated infringes upon any of the Owned their Intellectual Property rights. (iv) The Intellectual Property owned by or Transferred Technology, and no Seller licensed to Corporation or which Corporation otherwise has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its the right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered constitutes all Intellectual Property included in necessary for the Owned Intellectual Property. (d) Sellers represent that they are, each conduct of the Business as applicable, the registrant of record of each domain name presently conducted. Except as set forth in Schedule 4.09(d4.2(j) (collectivelyof the Disclosure Letter, following Closing, Corporation will be entitled to continue to use, practice and exercise rights in, all of the “Domain Names”)Intellectual Property owned by, licensed to and used by Corporation, to the same extent and in the same manner as used, practiced and exercised by Corporation prior to Closing without financial obligation to any Person. (ev) Sellers have Except as set forth in Schedule 4.2(j) of the Disclosure Letter, to the knowledge of the Silanis Companies, no Person is currently infringing any of the Intellectual Property owned by, licensed to or used by Corporation. (vi) Corporation has taken all commercially reasonable measures steps necessary to protect and maintain the confidentiality of all Trade Secrets material trade secrets and confidential business information included in the Owned Intellectual Property and owned by or licensed to Corporation. No current or former employee, consultant or independent contractor of any Silanis Company has any right, title or interest, directly or indirectly, in whole or in part, in any such Intellectual Property. To the knowledge of the Silanis Companies, no current or former employee, consultant or independent contractor of Corporation is in default or breach of any material Trade Secrets have been disclosed by Sellers to term of any Person except pursuant to written employment agreement, consulting agreement, non-disclosure agreements or other obligations of confidentialityagreement, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge feesinvention agreement, or grants any license to any Third Party to make derivative workssimilar agreement. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) 4.24 sets forth a true complete and complete accurate list of all of the (i) Registered Intellectual Property included in registered by a Governmental Authority or domain name registrar and owned by each of the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, Guarantors and the applicable filing jurisdiction Borrower and their Subsidiaries, including all Patents, Trademarks, Copyrights (including Copyrights embodied in Software), Internet domain names, and (ii) Owned Intellectual Property that is not registered but that is Licenses material to the operation business of the Business. Sellers Guarantors and Borrower and their Subsidiaries. (b) Each of the Guarantors, Borrower and their Subsidiaries exclusively own allowns and has good and marketable title to, rightor a valid license or right to use, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens permitted hereunder), that are necessary for the operation of their respective businesses as currently conducted. Sellers are not bound All Intellectual Property owned by any outstanding judgmentor, injunctionto the knowledge of Borrower, order or decree or any contractual obligation materially restricting the use by a Seller licensed to each of the Owned Intellectual PropertyGuarantors, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), Borrower and their Subsidiaries as currently conducted (i) all such Registered Intellectual Property is subsisting andin full force and effect, to Sellers’ Knowledgehas not been terminated, cancelled, expired, or abandoned, and is valid and enforceable, ; (ii) a Seller is the owner of recordhas been protected with all adequate safeguards and security measures necessary to maintain any trade secrets, and confidential or proprietary information therein; (iii) is not the subject of any third party challenge, whether judicial, administrative or otherwise, as to ownership, registerability, validity or enforceability; (iv) has not been the subject of any written notice alleging that it is invalid or unenforceable or challenging ownership or registerability; and (v) includes all maintenance fees and filings that are the Intellectual Property rights reasonably required to be made to maintain conduct such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesPerson’s business. (c) There are no actions, suits or proceedings pending or, to the knowledge of Borrower, threatened in writing by or against any Guarantor or Borrower or any of their Subsidiaries alleging infringement, misappropriation or other violation of any Intellectual Property. To Sellers’ Knowledgethe knowledge of Borrower, the conduct of the Business as currently conducted businesses of each of the Guarantors, Borrower or any of their Subsidiaries does not infringe, misappropriate, dilute misappropriate or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, violate any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Except as set forth on Schedule 4.09(a3.3(a) sets and Schedule 3.3(d), the Adhera License Agreement is in full force and effect. Except as set forth on Schedule 3.3(a), the Company possesses legally enforceable rights pursuant to a true valid and complete list enforceable written license, sublicense, agreement, or permission to use the Licensed Intellectual Property. Except as set forth on Schedule 3.3(a), the Company is the valid licensee of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Licensed Intellectual Property, free and clear of any and all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting Assuming the use by a Seller execution and delivery of the Owned Intellectual PropertyTermination Agreement and Biodexa License Agreement contemplated hereby, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither neither the execution, delivery delivery, or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements hereunder, will result in the material loss or impairment of or payment of any additional amounts other than as provided for in the Adhera License Agreement, with respect to, or require the consent of any other Person in respect of, the right to own or use any Licensed Intellectual Property. Other than the Adhera License Agreement, there are no other royalty or licensing agreements relating to the Company or, to the Company’s Knowledge, any other party with respect to the Licensed Intellectual Property or other arrangements or amounts owed to any parties with respect or relating thereto, whether conditioned on the achievement of milestones, passage of time or otherwise. Except as set forth on Schedule 3.3(a), no amounts are owed under the Adhera License Agreement other than as provided therein. The Termination Agreement and the assignment of the Owned License Rights to Buyer, pursuant to the terms and conditions set forth herein, do not conflict with or violate the Adhera License Agreement and comply in all respects with the Adhera License Agreement. (b) The Company has taken commercially reasonable steps to protect and preserve the confidentiality of all confidential Licensed Intellectual Property. (jc) All third-To the Company’s Knowledge, the Company has complied with and is presently in compliance in all material respects, with all foreign, federal, state, local, governmental, administrative, or regulatory Laws applicable to any Licensed Intellectual Property, and the Company shall take all steps necessary to ensure such compliance until Closing. (d) Except as disclosed on Schedule 3.3(d), there are no licenses, settlement agreements, covenants not to sue or other agreements in which the Company or any Company predecessor has granted any rights or interest in or to, or permitted use of, any material Licensed Intellectual Property by any third party code that is incorporated into or Affiliate. To the proprietary Software included Company’s Knowledge, other than the Adhera License Agreement, there are no licenses, settlement agreements, covenants not to sue or other agreements in which Melior or any predecessor of Melior has granted any rights or interest in or to, or permitted use of, any material Licensed Intellectual Property by any third party or Affiliate. (e) The Company has not made a previous assignment, transfer, or agreement in conflict herewith or constituting a present or future assignment of or encumbrance of the Transferred Adhera License Agreement or any of the Licensed Intellectual Property and that is critical has not granted any license or sublicense of any material rights under or with respect to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that Adhera License Agreement or any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationLicensed Intellectual Property. (kf) Buyer By executing and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in performing its obligations under this Agreement, the Company is not in violation of any agreement between the Company and any third party relating to any of the Licensed Intellectual Property. (g) Except as set forth on Schedule 3.3(a), the Company is not in breach of or default under, and neither has provided nor received any notice of any intention to terminate, the Adhera License Agreement, and to the Company’s Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under the Adhera License Agreement or result in a termination or cancelation thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.

Intellectual Property. (a) Each of the Loan Parties and other Subsidiaries owns, or is licensed to use, all Intellectual Property used or necessary for the conduct of its business as currently conducted and as proposed to be conducted, except for those the failure to own or license which has not had and will not have a Material Adverse Effect. Schedule 4.09(a) 4.20 attached hereto sets forth a true complete and complete correct list of all agreements under which: (i) Registered any Loan Parties or any other Subsidiaries uses or has the right to use any material Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction owned by a third party (other than commercially available software); and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree Loan Parties or any contractual obligation materially restricting the use by other Subsidiaries has granted a Seller of the Owned Intellectual Property, license or materially restricting the licensing thereof sublicense to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right third party to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered material Intellectual Property included (excluding any agreements under which the Loan Party or other Subsidiary has granted a license or sublicense on a non-exclusive basis incidental to its products to customers in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant ordinary course of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”business). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) . Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation of any of the transactions contemplated by this Agreement will, with or without notice or lapse of time, result in, or give any other person the Ancillary Agreements will result in right or option to cause or declare: (i) a loss of, or Lien on, any of Loan Parties’ or other Subsidiaries’ Intellectual Property; (ii) a breach of or default under, or right to terminate or suspend performance of, any IP License; (iii) a payment or increased royalty or an obligation to offer any discount or be bound by any “most favored pricing” terms under any IP License; (iv) the material loss release, disclosure or impairment delivery of any of Loan Parties’ or other Subsidiaries’ Intellectual Property to any escrow agent or other person; (v) the Owned grant, assignment or transfer to any other person of any license or other right or interest under, to or in any of Loan Parties’ or other Subsidiaries’ Intellectual Property. ; or (jvi) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation a reduction of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)any royalties, and following Closingrevenue sharing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in payments the operation of Business post Closing shall not Loan Parties or any other Subsidiaries would otherwise be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers entitled to with respect to any of their Intellectual Property. No Loan Party or other Subsidiary is in default under or in violation or breach, in any material respect, of any IP License and no event has occurred and no circumstance or condition exists that, with notice, the passage of time or both, would reasonably be expected to: (x) constitute a default under, or result in a violation or breach by any Loan Parties or any other Subsidiaries of any IP License; or (y) give any person the right to declare a default or breach under any IP License. No claim has been asserted and is pending by any person challenging or questioning the ownership or use by any Loan Party or any other Subsidiaries of any Intellectual Property matters or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party or any other Subsidiaries know of any valid basis for any such claim. The use of Intellectual Property by the Loan Parties and any other Subsidiaries, and the conduct of their respective businesses, does not infringe on the rights of any Person, and, to the knowledge of the Loan Parties, no Intellectual Property of any Loan Party and any other Subsidiaries has been infringed, misappropriated or diluted by any other Person except for such claims, infringements, misappropriation and dilution that, individually or in this Agreementthe aggregate, has not had and will not have a Material Adverse Effect.

Intellectual Property. (a) Section 4.8(a) of the Dreyer's Disclosure Schedule 4.09(a) sets forth a true an accurate and complete list of all (i) Registered material registered Dreyer's Intellectual Property included in the Owned Intellectual PropertyRights, indicating for each item the registration or application numberincluding without limitation a list of all U.S. and foreign patents and patent applications, the registration or application datetrademark registrations and applications, and copyright registrations of Dreyer's or any of its Subsidiaries. Except as set forth in Section 4.8(a) of the applicable filing jurisdiction Dreyer's Disclosure Schedule, Dreyer's and (ii) Owned its Subsidiaries own exclusively the Dreyer's Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, Rights free and clear of all Encumbrances (other than Permitted Encumbrances)Liens and restrictions. Sellers are not bound by No material Dreyer's Intellectual Property Right is subject to any outstanding judgment, injunction, order or order, decree or any contractual obligation materially agreement restricting the use thereof by a Seller Dreyer's or any of the Owned Intellectual Property, its Subsidiaries or materially restricting the licensing thereof by Dreyer's or any of its Subsidiaries to any Person. With respect to No use of the Registered Dreyer's Intellectual Property included in the Owned Rights by Dreyer's or any of its Subsidiaries is infringing on any other Person's Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting Rights and, to Sellers’ Knowledgethe knowledge of Dreyer's and each of its Subsidiaries, valid and enforceableno Person is infringing on any Dreyer's Intellectual Property Rights, (ii) except, in either case, as would not, individually or in the aggregate, have or reasonably be expected to have a Seller material adverse effect on the Dreyer's Entities. Neither Dreyer's nor any of its Subsidiaries is the owner a defendant in any action, suit, investigation or proceeding relating to, or otherwise was notified in writing of, any alleged claim of recordinfringement of any Intellectual Property Right, and (iii) all maintenance fees Dreyer's and filings that are required to be made to maintain such Registered its Subsidiaries have no outstanding claim or suit for any continuing infringement by any other Person of any Dreyer's Intellectual Property have been timely made (taking into account any applicable grace periods)Rights. (b) Section 4.8(b) of the Dreyer's Disclosure Schedule 4.09(b) sets forth, or at the Closing will set forth, a true forth an accurate and complete list of all material license, sublicense and royalty agreements entered into by Dreyer's or any of its Subsidiaries relating to Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third PartyProperty. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (34.8(b) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred TechnologyDreyer's Disclosure Schedule, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging party to any such infringement, misappropriation, dilution material agreement is in material breach or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any default under such agreement or obligation by has given notice of termination or repudiated any such Personprovision thereof. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSubject to Sections 3.5(b) sets forth a true and complete list of 3.5(f), Seller exclusively owns, or validly Controls, all (i) Registered Seller Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned including all Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own allRights set forth on Schedule 2.2(a)(iii)), right, title and interest in all Owned Intellectual Property, each case free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens). Sellers are Each such Intellectual Property Right will, immediately subsequent to the Closing, be transferred to, and Controlled by, Buyer on substantially the same terms with which Seller, immediately prior to the Closing, Controlled such Intellectual Property Right. For the avoidance of doubt, this Section 3.5(a) does not bound by any outstanding judgmentconstitute a representation or warranty of Seller relating to infringement, injunction, order misappropriation or decree or any contractual obligation materially restricting the use by a Seller other violation of the Owned Intellectual Property, or materially restricting the licensing thereof to Property Rights of any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ To Seller’s Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violatedviolated and is not infringing, any Intellectual Property misappropriating or otherwise violating (including with respect to the discovery, development, clinical testing, manufacture, distribution, advertising, use, Exploitation or sale by Seller of the Compound) the rights of any Third Party. Sellers have not received any notice that Sellers’ other Person with regard to Seller’s possession or use of the Transferred any Seller Intellectual Property in for the conduct of the Business Compound Program as currently conducted infringespresently conducted. To Seller’s Knowledge, misappropriates, dilutes no other Person or otherwise violates, or in the past three (3) years Persons has infringed, misappropriated or otherwise violatedviolated or is or are infringing, misappropriating or otherwise violating the Seller Intellectual Property. (c) No claims against Seller are pending or, to Seller’s Knowledge, threatened with regard to (i) the Control or use of any Seller Intellectual Property Rights Property; (ii) any actual or potential infringement, misappropriation or unauthorized use of Seller Intellectual Property; (iii) any actual or potential infringement, misappropriation or unauthorized use of any Third Party’s Intellectual Property Rights with respect to any Seller Intellectual Property or the Compound Program; or (iv) the validity or enforceability of any Seller Intellectual Property. No Proceedings are pending Seller has the right to bring actions for infringement, including all rights to recover damages for past infringement (to the extent permitted by applicable Law), of all Seller Intellectual Property, subject, in the case of licensed Seller Intellectual Property, to the terms of the License Agreement. (d) Schedule 2.2(a)(iii) sets forth, as of the date hereof, a complete and no written notices have been received by Sellers during the past three accurate list of all patents and applications therefor, registered trademarks and applications therefor (3if any), domain name registrations (if any), copyright registrations (if any) years (or earlierand all invention disclosures, if presently not resolved)that, in each case, alleging are Controlled by Seller and related to the Compound Program or the Compound. The patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller are (and such applications that are otherwise Controlled by Seller are, to Seller’s Knowledge) pending and have not been abandoned and have been and continue to be timely prosecuted. All patents, registered trademarks and applications therefor owned by Seller that are related to the Compound Program or the Compound have been (and all such patents, registered trademarks and applications otherwise Controlled by Seller have been, to Seller’s Knowledge) duly registered or filed with or issued by each appropriate Governmental Authority in the jurisdiction indicated in Schedule 2.2(a)(iii) , all related necessary affidavits of continuing use have been (or, with respect to licenses, to Seller’s Knowledge have been) timely filed, and all related necessary maintenance fees have been (or, with respect to licenses, to Seller’s Knowledge have been) timely paid to continue all such rights in effect. None of the patents listed in Schedule 2.2(a)(iii) that are owned by Seller has (and no such patents that are otherwise Controlled by Seller have, to Seller’s Knowledge) expired, been disclaimed, in whole or in part, been declared invalid, in whole or in part, or held to be unenforceable by any infringementGovernmental Authority. None of the trademarks or trademark applications listed in Schedule 2.2(a)(iii) that are owned by Seller are (and no such trademarks or trademark applications that are otherwise Controlled by Seller are, misappropriation to Seller’s Knowledge) involved in or the subject of any ongoing oppositions, cancellations or other violation by Sellers proceedings. None of the patents or patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller are (and no such patents or patent applications that are otherwise Controlled by Seller are, to Seller’s Knowledge) involved in or the subject of any material ongoing interferences, oppositions, reissues, reexaminations or other proceedings, including ex parte (other than ex parte proceedings in connection with such patent applications) and post-grant proceedings, in the United States Patent and Trademark Office or in any foreign patent office or similar administrative agency. Each of the patents and patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller properly identifies (and, to Seller’s Knowledge, such patents and applications otherwise Controlled by Seller properly identify) each and every inventor of the claims thereof as determined in accordance with the Laws of the jurisdiction in which such patent is issued or such patent application is pending. Each inventor named on the patents and patent applications listed in Schedule 2.2(a)(iii) that are owned by Seller has executed (and, to Seller’s Knowledge, such inventors named on such patents and applications that are otherwise Controlled by Seller and material to the Compound Program or the Compound have executed) an agreement assigning his, her or its entire right, title and interest in and to such patent or patent application, and the inventions embodied and claimed therein, to Seller, or in the case of licensed Patents, to the appropriate owners. To Seller’s Knowledge, no such inventor has any contractual or other obligation that would preclude any such assignment or otherwise conflict with the obligations of such inventor to Seller under such agreement with Seller. (e) No current or former director, officer, employee, contractor or consultant of Seller owns any rights in or to any Seller Intellectual Property. All current and former directors, officers, employees, contractors and consultants of Seller who contributed to the discovery, creation or development of any Seller Intellectual Property rights did so (i) within the scope of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (his or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned her employment such that it constituted a work made for hire and all Seller Intellectual Property arising therefrom became the exclusive property of Seller or Transferred Technology(ii) pursuant to a written agreement, and no assigned all of his or her rights in Seller Intellectual Property to Seller. No current or former directors, officers, employees, contractors or consultants of Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatenedthreatened to make any claim or challenge against Seller or any of its Affiliates in connection with their contribution to the discovery, challenging a Seller’s ownership creation or development of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Seller Intellectual Property. (df) Sellers represent that they areSchedule 3.5(f) sets forth a complete and accurate list as of the date hereof of all options, each as applicablerights, licenses or interests of any kind relating to any Seller Intellectual Property (i) granted to Seller by any other Person (other than software licenses for commercially available off the registrant shelf software and except pursuant to employee proprietary inventions agreements (or similar employee agreements)), or (ii) granted by Seller to any other Person (including any obligations of record such other Person to make any fixed or contingent payments, including royalty payments). All material obligations for payment of each domain name as set forth monies currently due and payable by Seller and other material obligations in Schedule 4.09(d) (collectivelyconnection with such options, the “Domain Names”)rights, licenses or interests have been satisfied in a timely manner. (eg) Sellers have Seller has used reasonable efforts to make all filings with Governmental Authorities and obtain all grants and registrations as may be reasonably necessary or appropriate to preserve and protect the Seller Intellectual Property. (h) Seller has used reasonable efforts and taken commercially reasonable measures steps designed to protect the confidentiality of all maintain in confidence its Trade Secrets included and other confidential information acquired, conceived, developed, collected, compiled, generated, reduced to practice or otherwise made or used in connection with the Owned Intellectual Property Compound Program or related to the Compound, including through the development of a policy for the protection of intellectual property and no material periodic training for all employees of Seller on the implementation of such policy; requiring all employees of Seller to execute confidentiality agreements with respect to intellectual property developed for or obtained from Seller; and entering into licenses and Contracts that generally require licensees, contractors and other Third Parties with access to the Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, confidential information to Sellers’ Knowledge, there has not been a breach of any keep such agreement Trade Secrets or obligation by any such Personother confidential information confidential. (fi) To Seller’s KnowledgeThe execution and delivery of this Agreement and the Related Documents by Seller do not, Sellers have obtained from each Person and the consummation of the Contemplated Transactions and compliance by Seller with the provisions of this Agreement and any Related Document will not, conflict with, or result in any violation or breach of, or default (including current and former employees and independent contractorswith or without notice or lapse of time, or both) who has created under, or developed for give rise to a right of, or on behalf result in, termination, cancellation or acceleration of Sellers any Owned right or obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon or the transfer of, any Seller Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in Compound Program or the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual PropertyCompound. (j) All third-party code that is incorporated into Other than the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)Compound Program, and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers Seller has no program with respect to, or active plan to Intellectual Property matters in this Agreementresearch, develop or commercialize by itself or with a Third Party, any small molecule compound that targets kappa opioid receptors as its primary mechanism of action.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Section 4.1(m)(i) of the IAMP Disclosure Schedule sets forth, with respect to material Intellectual Property included in owned, held or used by IAMP and/or the Owned IAMP subsidiaries ("IAMP Intellectual Property"), all patents, registrations and applications relating thereto, all material unregistered Intellectual Property, indicating for each item and all material licenses, consents, royalty and other agreements concerning IAMP Intellectual Property to which IAMP and/or any of the registration or application number, the registration or application date, and the applicable filing jurisdiction and IAMP Subsidiaries is a party ("IAMP Intellectual Property Licenses"). (ii) Owned Except as disclosed in Section 4.1(m)(ii) of the IAMP Disclosure or would not have a Material Adverse Effect, (A) IAMP and/or the IAMP Subsidiaries own or have the right to use all the IAMP Intellectual Property that necessary to conduct the respective businesses of IAMP and the IAMP Subsidiaries as currently are conducted, free of all Liens; (B) all of the IAMP Intellectual Property is valid, enforceable, not abandoned and unexpired; (C) to the knowledge of IAMP and the IAMP Subsidiaries, the IAMP Intellectual Property does not infringe or otherwise impair the Intellectual Property of any other Person and is not registered but that is material to being infringed or impaired by any other Person, nor has IAMP or the operation IAMP Subsidiaries received any written notice of the Business. Sellers exclusively own allsame; (D) IAMP and/or the IAMP Subsidiaries take all reasonable steps to protect and maintain the IAMP Intellectual Property, including executing all appropriate confidentiality agreements, filing all appropriate patents and registrations, and filings any other documents necessary under the laws of any relevant jurisdictions to preserve their rights in such IAMP Intellectual Property; (E) no party to a IAMP Intellectual Property License is, or is alleged to be, in breach or default thereunder; (F) the transactions contemplated by this Agreement shall not impair the rights of IAMP or the IAMP Subsidiaries under any IAMP Intellectual Property License, or cause any payments to be due thereunder; and (G) without limiting the generality of the foregoing, IAMP and/or the IAMP Subsidiaries owns and possesses all right, title and interest in and to all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered IAMP Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge feesby, or grants any license to any Third Party to make derivative worksunder the direction or supervision of, its employees. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a7.17(a) sets forth (i) a true true, correct and complete list and a brief description of all (i) Registered Owned Intellectual Property included in the Owned Intellectual Propertythat are registered with or filed for registration with any Governmental Authority, indicating for including a complete identification of each item the registration or application number, the registration or application date, patent and the applicable filing jurisdiction patent application; and (ii) a true, correct and complete list and a brief description of all Licensed Intellectual Property, other than any software that is generally available on standard terms for less than Ten Thousand U.S. Dollars (US$10,000) per copy, seat, CPU or named user. The rights of the Company in or to such Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Licensed Intellectual Property included in do not conflict with or infringe on the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner rights of recordany other Person, and (iii) all maintenance fees and filings that are required neither Sellers nor the Company has received any claim or written notice from any Person to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)effect. (b) Schedule 4.09(b) sets forthThe Company has delivered to Purchaser true, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true correct and complete copies of all such the registrations for Owned Intellectual Property Licenses. All such and agreements pursuant to which the Licensed Intellectual Property Licenses are, identified on Schedule 7.17(a) have been licensed or sublicensed to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesCompany. (c) To Sellers’ KnowledgeThe Company owns all Owned Intellectual Property free and clear of any Encumbrance, other than any non-exclusive licenses granted by the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and Company in the past three (3) years ordinary course of business. The Company has not infringedthe right, misappropriated or otherwise violatedpursuant to valid and enforceable licenses, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ to use of the Transferred Licensed Intellectual Property in the conduct manner in which the Licensed Intellectual Property is currently being used. No Actions have been made or asserted or are pending (and, to the Knowledge of the Business as currently conducted infringesCompany, misappropriates, dilutes no Action has been threatened) against the Company either (i) based upon or otherwise violates, challenging or in seeking to deny or restrict the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights use by the Company of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made the Licensed Intellectual Property; or asserted any claim, demand or notice against any person or entity (ii) alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of that any Owned Intellectual PropertyProperty or Licensed Intellectual Property is being licensed, sublicensed or its right to use used in violation of patents, copyrights or trademarks or any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability other rights of any Registered Intellectual Property included in Person. To the Owned Intellectual Property. (d) Sellers represent Knowledge of the Company, no Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures are confusingly similar to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned the Licensed Intellectual Property that is material exclusively licensed to the Business a written, present and, valid assignment of such Company or that infringe upon the Owned Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in or the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data Licensed Intellectual Property that is both in Sellers’ possession or control and material exclusively licensed to the Business. (h) With respect to any material Software included within Company or upon the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) rights of the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the Company. The consummation of the transactions contemplated by the Ancillary Agreements this Agreement will not result in the material loss termination or impairment of any of the Owned Intellectual Property or Licensed Intellectual Property or any of the rights of the Company in any of the Owned Intellectual Property or Licensed Intellectual Property. (jd) All third-party code that is incorporated into Each of the proprietary Software included Company’s pending applications relating to trademarks, service marks, copyrights and patents have been made and filed by the Company in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationgood faith. (ke) Buyer To the Knowledge of the Company, no product, service or business activity of the Company infringes or has infringed or otherwise violates or has violated the intellectual property rights of any other Person, and Sellers agree no Actions have been made or asserted or are pending (and, to the Knowledge of the Company, no Action has been threatened) against the Company alleging that any product, service or business activity of the representations and warranties included in this Section 4.09 shall be Company infringes or violates the sole and exclusive representations and warranties intellectual property rights of Sellers with respect to Intellectual Property matters in this Agreementany other Person.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true The Seller is the sole and complete list exclusive owner of, and has good and marketable title to, all of the Intellectual Property in and to the Assets, free and clear of all (i) Registered Liens, with the sole exception of the Prior Secured Note. The Seller has sole and exclusive right to develop, perform, use, create derivative works of, operate, reproduce, market, sell, license, display, distribute, publish and transmit the Intellectual Property included in and to the Owned Intellectual Property, indicating for each item Assets. Upon the registration or application numberClosing, the registration or application date, Purchaser will have sole and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, exclusive right, title and interest in all Owned and to the Intellectual PropertyProperty in and to the Assets, such that the Purchaser shall thereafter have sole and exclusive rights to perform, reproduce, create derivative works of, develop, use, operate, market, sell, license, display, publish, transmit and distribute the Assets, free and clear of all Encumbrances (other than Permitted Encumbrances)encumbrances. Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting The Seller has taken reasonable measures to protect the use by a Seller proprietary nature of the Owned Intellectual PropertyProperty in and to the Assets and to maintain in confidence the trade secrets and confidential information that it owns or uses. With the sole exception of the holder of the Prior Secured Note, or materially restricting the licensing thereof no other Person has any rights to any Person. With respect of Intellectual Property in and to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting Assets and, to Sellers’ Knowledgethe knowledge of the Seller, valid and enforceableno other Person is infringing, (ii) a Seller is violating or misappropriating any of the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at in and to the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesAssets. (c) To Sellers’ KnowledgeWith respect to the Seller’s Intellectual Property contributed to the Assets, the conduct such Intellectual Property does not infringe upon, violate or constitute a misappropriation of any Intellectual Property or other right of any other Person. In addition, to Seller’s knowledge, none of the Business as currently activities or business presently conducted does not infringeby the Seller with respect to the Assets infringes or violates, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violatedconstitutes a misappropriation of, any Intellectual Property rights or other right of any Third Partyother Person. Sellers have not Neither the Seller nor any Affiliate of the Seller has received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringeswritten complaint, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand claim or notice against any person or entity alleging any such infringement, violation or misappropriation. Further, dilution neither the Seller nor any Affiliate of the Seller has disclosed to any Person, any product formula, or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership any portion or aspect of any Owned Intellectual Propertyproduct formula, or its right to use any Transferred Intellectual Propertywhich is part of the Assets, or challenging including the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (ai) Schedule 4.09(aSection 4.12(a) of the DSKX Disclosure Schedule, sets forth a true and complete list of all (i) Registered Intellectual Property included owned, leased, licensed or otherwise used by any member of the DSKX Group in connection with the Owned Intellectual Property, indicating for each item conduct of the registration or application number, DSKX Business and operation of the registration or application date, and the applicable filing jurisdiction and DSKX Business Assets. (ii) Owned Except as set forth in Section 4.12(b) of the DSKX Disclosure Schedule, the Intellectual Property constitutes all material Intellectual Property that is not registered but that is material to necessary for the operation of the BusinessDSKX Business as conducted immediately prior to the Closing. Sellers exclusively own allDSKX or the applicable DSKX Subsidiary set forth in Section 4.12(b) of the DSKX Disclosure Schedule, righthave good title to, title or a valid and interest in binding license to, all Owned of the Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and Liens. (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b)in Section 4.12(c) of the DSKX Disclosure Schedule, Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses arethere is no pending or, to Sellers’ DSKX’s Knowledge, valid, binding and enforceable between threatened Proceeding by any Person: (i) challenging the applicable Seller and DSKX Group’s rights in or to any Intellectual Property; (ii) challenging the other parties theretovalidity, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions enforceability or scope of such any Intellectual Property Licenses. Property; or (ciii) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, asserting that any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes misappropriates or otherwise violates, or in would upon the past three (3) years has infringedcommercialization of any product or service under development violate, misappropriated or otherwise violated, any the Intellectual Property Rights of any Third PartyPerson. No Proceedings are pending This Section 4.12(c) constitutes the sole representation and no written notices have been received by Sellers during warranty of the past three (3) years (DSKX Group under this Agreement with respect to any actual or earlier, if presently not resolved), in each case, alleging any alleged infringement, misappropriation or other violation by Sellers the DSKX Group of the Intellectual Property rights of any Third Party. other Person. (iv) Except as set forth in Schedule 4.09(c)Section 4.12(d) of the DSKX Disclosure Schedule, to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no third Person has infringedrights to any Intellectual Property. No Person is infringing, misappropriated, diluted misappropriating or otherwise violated violating any Intellectual Property. The DSKX Group, or one or more of the Owned Intellectual Property or Transferred Technologyits members, and no Seller has made or asserted any claimas applicable, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, have taken all steps reasonably necessary to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned secure their interest in Intellectual Property, including obtaining all necessary assignments from each of its employees, consultants and contractors pursuant to a written agreement containing a present tense assignment of all Intellectual Property created by such employee, consultant or its right to use any Transferred Intellectual Propertycontractor. The DSKX Group, or challenging the validityone or more of its members, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures steps to protect and maintain all Intellectual Property, including without limitation to preserve the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Persontrade secrets. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSCHEDULE 2.21 and SCHEDULE 2.21(D) sets forth a true and complete correct list of all (i) Registered Intellectual Property included in registered Proprietary Rights owned by the Owned Intellectual PropertyCompany, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is applications for registrations of Proprietary Rights filed by the Company and (iii) unregistered trademarks and service marks and certain other Proprietary Rights owned or used by the Company which are material to the operation Company. SCHEDULE 2.21 also contains a complete and accurate list of all licenses (other than software licenses with respect to software that is commercially available from third parties) with respect to any material Proprietary Rights. The Company has complied in all material respects with all federal and international trademark laws and has made all necessary filings and has registered its material Proprietary Rights in all jurisdictions necessary to protect each of its Proprietary Rights set forth on SCHEDULE 2.21. The consummation of the BusinessClosing will not impair in any material respect any Proprietary Rights of the Company. (b) The Company has the right to use all of its Proprietary Rights, including those listed in SCHEDULE 2.21 and SCHEDULE 2.21(D), without infringing the rights of any third party, except where such infringement would not have a Material Adverse Effect on the Company. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, Each of such Proprietary Rights is free and clear of all Encumbrances (royalty obligations and Liens other than Permitted Encumbrances)Liens. Sellers There are not bound by no Claims pending, or to the best knowledge of the Company and the Sellers, any outstanding judgmentClaims threatened, injunction, order or decree against the Company or any contractual obligation materially restricting Seller that its use of any Proprietary Rights infringes the use by a Seller rights of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With The Company and the Sellers have no knowledge of any third-party's conflicting use of any of such Proprietary Rights that conflicts in any material respect to with the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of recordCompany's Proprietary Rights, and (iii) all maintenance fees and filings that are required to be made to maintain any such Registered Intellectual Property conflicting uses will not have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesMaterial Adverse Effect. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(cSCHEDULE 2.21 or SCHEDULE 2.21(D), the Company is not a party in any capacity to Sellers’ Knowledgeany franchise, during the past three (3) years (license or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated royalty agreement respecting any of the Owned Intellectual Property or Transferred Technology, Proprietary Right and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There there is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership conflict with the rights of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included others in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result Proprietary Right now used in the material loss or impairment conduct of any of the Owned Intellectual Propertyits business. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of Exhibit D lists all (i) Registered Intellectual Property included owned by such Grantor in its own name on the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Closing Date. (b) Schedule 4.09(b) sets forth, Each Grantor owns or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right licensed to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to its business as currently conducted, free and clear of any Liens except Liens not prohibited by Section 5.1(e), and takes reasonable actions to protect, preserve and maintain the Business a written, present and, valid assignment of such material Intellectual Property (i) it owns or (ii) which is owned by a third party but which such Grantor is obliged to a Sellerprotect, preserve or maintain under any exclusive License. (gc) On the Closing Date, all material Registered Intellectual Property owned by such Grantor and, to the knowledge of such Grantor, exclusively licensed by such Grantor, has not expired or been abandoned. On the Closing Date, (i) to the knowledge of such Grantor, all material Registered Intellectual Property owned by such Grantor is valid and enforceable, and is not being Infringed by any other Person in any material respect; (ii) such Grantor has not received any written notice that any Exclusively Licensed Material Registered Intellectual Property is invalid or unenforceable or that such Exclusively Licensed Material Registered Intellectual Property is being Infringed by any other Person in any material respect. To Sellers’ Knowledgethe knowledge of such Grantor, in on the past three (3) yearsClosing Date, there has been no material unauthorized access to or material unauthorized the operation of such Grantor’s business and its use of any confidential or proprietary information or data material Intellectual Property owned by such Grantor does not Infringe the intellectual property rights of any other Person in any material respect. On the Closing Date, such Grantor has not received any written notice that is both the operation of such Grantor’s business and its use of Exclusively Licensed Material Registered Intellectual Property Infringes the intellectual property rights of any other Person in Sellers’ possession or control and any material to the Businessrespect. (hd) With respect Except as set forth on Exhibit D, on the Closing Date, no action or proceeding against a Grantor is pending, or, to the knowledge of such Grantor, threatened, or imminent against such Grantor and no holding, decision or judgment has been rendered by any Governmental Authority or arbitrator against such Grantor, that seeks to limit, cancel or challenge the validity, enforceability, ownership or use of, or such Grantor’s rights in, any material Software included within Intellectual Property in any material respect. On the Transferred Intellectual PropertyClosing Date, such Grantor has not received any written notice that an action or proceeding is pending, to Sellers’ Knowledge the knowledge of a licensor of Exclusively Licensed Material Registered Intellectual Property threatened, or imminent against such licensor of Exclusively Licensed Material Registered Intellectual Property or that any holding, decision or judgment has been rendered by any Governmental Authority or arbitrator against such licensor of Exclusively Licensed Material Registered Intellectual Property that seeks to limit, cancel or challenge the validity, enforceability, ownership or use of, or such Grantor’s rights in, any Exclusively Licensed Material Registered Intellectual Property in any material respect. (e) Except as set forth in Exhibit D, on the Closing Date, none of the material Registered Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement to which such Grantor is the licensor or franchisor, other than licenses granted in the ordinary course of business, or other licenses with a duration of 30 days or less. (f) On the Closing Date, to the knowledge of such Grantor, (i) such Software Grantor is free from any material bugs, viruses not and is not alleged to be in breach or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure default of any proprietary Source Code, limits the ability agreement to charge fees, or grants any license which such Grantor is a party pursuant to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result which such Grantor licenses in the material loss or impairment of any of the Owned Exclusively Licensed Material Registered Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during all such agreements are valid and enforceable. The execution by such Grantor of this Agreement and the twelve (12) months period following the initial one-year period immediately following Closing that transactions contemplated hereby shall not exceed impair the amount reflected for rights of such third-party code in the Unaudited Financial Statements by more than $200,000; provided that Grantor under, or cause a breach or default of, or give rise to any increases in license fees resulting from a volume increaseright of termination, additional licenses modification, cancellation or other change in the operation of Business post Closing shall not be breaches of this representationacceleration under, any such agreement. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor Following the consummation of the transactions contemplated by this Agreement, none of the Ancillary Agreements Sellers will result own or have the right to enforce (i) any Intellectual Property Rights that would, as of the Closing Date, be infringed by the operation of the Business as such business is currently conducted or (ii) any registrations or applications for registration of any material trademarks or material copyrights that relate exclusively to the Products or Pipeline Products. (b) None of the Sellers has taken any action to encumber or otherwise subject to any Lien any of the Intellectual Property Rights licensed to WCCL pursuant to any Existing Agreement (the “Buyer Licensed IP Rights”), except for Liens under Seller Parent’s existing credit facility that will be released in connection with the Closing. (c) Section 3.10(c) of the Seller Disclosure Letter lists all Contracts pursuant to which Seller Parent or any of its Selling Subsidiaries is a party and pursuant to which Seller Parent or any of its Selling Subsidiaries authorize a third party to use, practice any rights under or grant sublicenses with respect to any Transferred Domain Names. (d) Except as set forth in Section 3.10(d) of the Seller Disclosure Letter, to the knowledge of Sellers, no Person has infringed or is infringing any Transferred Domain Names, has misappropriated or is otherwise misappropriating any Transferred Domain Names, or has otherwise unlawfully violated or is otherwise unlawfully violating any Transferred Domain Names, in each case, in any material respect. Except as set forth in Section 3.10(d) of the Seller Disclosure Letter or as previously disclosed to Buyer pursuant to or in connection with the Existing Agreement, in the past three years, none of the Sellers has received written notice from any Person (i) claiming that any of the material loss Buyer Licensed IP Rights infringes, misappropriates or impairment otherwise unlawfully violates the Intellectual Property Rights of such Person in any material respect, or (ii) otherwise contesting the validity, enforceability, use or ownership of any of the Owned Intellectual Propertymaterial Buyer Licensed IP Rights. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list Seller or one of its Affiliates owns exclusively all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned and to the Assigned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are Seller and its Affiliates have not bound by received any outstanding judgment, injunction, order notice or decree claim challenging Seller’s or any contractual obligation materially restricting the use by of its Affiliates’ ownership of any Assigned Intellectual Property or suggesting that any other Person has any claim of legal or beneficial ownership or exclusive rights with respect thereto, nor to Seller’s knowledge is there a reasonable basis for any claim that Seller or its Affiliates, as applicable, does not so own any of the Owned such Assigned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i3.13(a) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid contains a complete and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete accurate list of all Intellectual Property Licensesregistered Trademarks that are to be assigned to Buyer or a Buyer Designee (the “Assigned Trademarks”). There are no other trademarks, patents or copyrights, registered or pending applications for registration, being assigned to Buyer of a Buyer Designee. Seller has not received any notice or claim challenging the validity or enforceability of any of the Assigned Trademarks or indicating an intention on the part of any Person to bring a claim that any of the Assigned Trademarks is invalid or unenforceable, nor to Seller’s knowledge is there a reasonable basis for any claim that any of the Assigned Trademarks is either invalid or unenforceable. b) Except as set forth on in Schedule 4.09(b3.13(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance connection with the material terms and conditions operation of such Intellectual Property Licenses.the Seller Business: (ci) To Sellers’ KnowledgeSeller’s knowledge, the conduct none of the Business as currently conducted does not infringe, misappropriate, dilute Seller or otherwise violate, and in the past three (3) years any of its Affiliates has not infringed, misappropriated or otherwise violated, violated any Intellectual Property rights of any Third Party. Sellers have not received ; ii) There is no suit, or proceeding pending against or, to Seller’s knowledge, threatened against or a written or, to Seller’s knowledge, oral claim affecting, the Seller Business (x) based upon, or challenging or seeking to deny or restrict, the rights of Seller or any notice of its Affiliates in any of the Assigned Intellectual Property (y) alleging that Sellers’ the use of the Transferred Assigned Intellectual Property in or any services provided, processes used, or products manufactured, used, imported, offered for sale or sold with respect to the conduct of the Seller Business as currently conducted infringesconflict with, misappropriatesmisappropriate, dilutes infringe or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, violate any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three , or (3z) years (alleging that Seller or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has its Affiliates infringed, misappropriated, diluted or otherwise violated any Intellectual Property of any Third Party in connection with the operation of the Owned Seller Business; and iii) (A) the Assigned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging constitutes all the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and Information owned by or licensed (to the extent Seller has a right to license or sublicense Buyer thereunder without payment of a fee) to Seller or one of its Affiliates that is used or held for use primarily in the operation or conduct of the Seller Business; (B) there exist no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements restrictions on the disclosure, use, license or other obligations transfer of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned the Assigned Intellectual Property that is material to (other than the Business a written, present and, valid assignment of such Intellectual Property to a Seller. restrictions imposed by applicable Law); (gC) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by this Agreement will not alter, impair or extinguish any of the Ancillary Agreements will result Assigned Intellectual Property; and (D) the Assigned Intellectual Property constitutes all of the Intellectual Property and Information owned by Seller that are necessary for the operation or conduct of the Seller Business as currently conducted (provided that this subsection (D) shall not be interpreted as a representation regarding non-infringement, which is addressed in subsection (b)(i) above). No loss or expiration of Seller’s rights to use any Intellectual Property or Information licensed to Seller under any is pending or to the knowledge of Seller, threatened. c) The Seller has not entered into any Contracts containing any covenant or other provision that in any way limits or restricts the ability of Seller to use, assert, enforce, or otherwise exploit any Assigned Intellectual Property anywhere in the world. The Seller has not (i) transferred ownership of (whether a whole or partial interest), or granted any exclusive right to use, any Assigned Intellectual Property to any Person; (ii) transferred ownership of (whether a whole or partial interest) or granted any exclusive right to use any improvements to or derivative works of any Assigned Intellectual Property; or (iii) granted rights to any Person to create improvements to or derivative works of any material loss Assigned Intellectual Property that is or impairment would be owned by such Person or exclusively licensed to such Person. d) At the Closing, Seller will assign to Buyer free and clear of any Encumbrance the Assigned Intellectual Property. e) None of the Assigned Intellectual Property has been adjudged invalid or unenforceable in whole or part and, to Seller’s knowledge, all Assigned Intellectual Property is valid and enforceable. f) Seller and its Affiliates have taken reasonable actions to maintain and protect the Assigned Intellectual Property, including payment of applicable maintenance fees and filing of applicable statements of use other than certain foreign applications which Seller or an Affiliate thereof, in its reasonable business judgment, has abandoned in the ordinary course of business. g) Seller and its Affiliates have taken reasonable steps to maintain the confidentiality of all Trade Secrets relating to the Seller Business (“Seller Trade Secrets”) and other information that at any time constituted a Trade Secret relating to the Seller Business, including taking steps to ensure that any Seller Trade Secrets disclosed by Seller or any of its Affiliates to a Third Party are subject to the confidentiality undertakings set forth in an applicable non-disclosure agreement. To Seller’s knowledge, there has been no misappropriation of any material Seller Trade Secrets. Seller and its Affiliates have not disclosed, nor is Seller or any of its Affiliates under any contractual or other obligation to disclose, to another Person any Seller Trade Secrets, except pursuant to an enforceable confidentiality agreement or undertaking, and, to Seller’s knowledge, no Person has materially breached any such agreement or undertaking. Without limiting the generality of the foregoing, Seller has and enforces in a commercially reasonable manner a policy requiring each Business Employee and independent contractor who has participated in the creation of any Assigned Intellectual Property or have had access to any Seller Trade Secrets to enter into non-disclosure and invention assignment agreements substantially in Seller’s standard forms (which have previously been provided to Buyer). h) To Seller’s knowledge, no Business Employee or independent contractor of Seller or any of its Affiliates who is employed in connection with the Seller Business is obligated under any agreement or subject to any judgment, decree or order of any court or Governmental Body, or any other restriction that could reasonably be expected to materially interfere with such Business Employee or independent contractor carrying out his or her duties for Seller or such Affiliate, as applicable, or that could reasonably be expected to materially conflict with the Assigned Intellectual Property or the Seller Business as presently conducted. i) Neither the execution, delivery, or performance of this Agreement nor the consummation of any of the Owned transactions or agreements contemplated by this Agreement 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, (i) a loss of, or Encumbrance on, any material Assigned Intellectual Property; (ii) the material release, disclosure, or delivery of any Information, by or to any escrow agent or other Person; or (iii) the grant, assignment, or transfer by Seller to any other Person of any license or other right or interest under, to, or in any material Assigned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Section 3.10(a) of the Merger Partner Disclosure Schedule 4.09(a) sets forth a true lists all Merger Partner Registrations, in each case enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing or issuance, and complete list names of all current applicant(s) and registered owners(s), as applicable. All assignments of Merger Partner Registrations to Merger Partner have been properly executed and recorded, or are in process, and all issuance, renewal, maintenance and other payments that have become due with respect thereto have been timely paid by or on behalf of Merger Partner. To the knowledge of Merger Partner, all Merger Partner Registrations are valid and enforceable. (ib) Registered Intellectual Property There are no inventorship challenges, inter partes proceedings, opposition or nullity proceedings or interferences declared, commenced or provoked, or, to the knowledge of Merger Partner, threatened, with respect to any Patent Rights included in the Owned Intellectual PropertyMerger Partner Registrations. To the knowledge of Merger Partner, indicating for each item the registration or application number, the registration or application date, Merger Partner has complied with its duty of candor and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material disclosure to the operation United States Patent and Trademark Office and any relevant foreign patent office with respect to all patent and trademark applications filed by or on behalf of Merger Partner and has made no material misrepresentation in such applications. Merger Partner has no knowledge of any information that would preclude Merger Partner from having clear title to the Business. Sellers exclusively own all, right, title Merger Partner Registrations. (c) Merger Partner is the sole and interest in exclusive owner of all Merger Partner Owned Intellectual Property, free and clear of all Encumbrances (any Liens, other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller joint owners of the Merger Partner Owned Intellectual Property that are listed in Section 3.10(c) of the Merger Partner Disclosure Schedule. (d) To Merger Partner’s knowledge, the Merger Partner Intellectual Property constitutes all Intellectual Property necessary to conduct Merger Partner’s business in the manner currently conducted and currently proposed by Merger Partner to be conducted in the future. (e) Merger Partner has taken reasonable measures to protect the proprietary nature of each item of Merger Partner Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. To Merger Partner’s knowledge, there has been no unauthorized disclosure of any third party proprietary or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included confidential information in the Owned Intellectual Property listed on Schedule 4.09(a)possession, (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner custody or control of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Merger Partner. (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (cf) To Sellers’ Knowledgethe knowledge of Merger Partner, the conduct operations of the Business Merger Partner and its Subsidiaries as currently conducted does do not infringe, misappropriate, dilute or otherwise violate, and have not in the past three (3five years infringe(d) years has not infringed, misappropriated or otherwise violated, any misappropriate(d) the Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use individual or entity, or constitute(d) unfair competition or trade practices under the Laws of the Transferred Intellectual Property jurisdiction in the conduct of the Business as currently conducted infringeswhich such operations are conducted. To Merger Partner’s knowledge, misappropriates, dilutes no individual or otherwise violates, or in the past three (3) years entity has infringed, misappropriated or otherwise violated, any violated the Merger Partner Owned Intellectual Property Rights of or any Third Party. No Proceedings are pending and no written notices have been received by Sellers during rights under the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Merger Partner Licensed Intellectual Property rights that are exclusively licensed to Merger Partner or any of its Subsidiaries, and neither Merger Partner nor any Third Party. Except as set forth of its Subsidiaries has filed or threatened in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (writing any claims alleging that a third party or earlier, if presently not resolved) no Person Worker has infringed, misappropriated, diluted misappropriated or otherwise violated any Merger Partner Intellectual Property. No individual or entity has filed and served upon Merger Partner or any of its Subsidiaries or, to Merger Partner’s knowledge, threatened or otherwise filed any action or proceeding alleging that Merger Partner or any of its Subsidiaries has infringed, misappropriated or otherwise violated any individual’s or entity’s Intellectual Property rights nor has Merger Partner or any of its Subsidiaries received any written notification that a license under any other individual’s or entity’s Intellectual Property is or may be required. (g) To the knowledge of Merger Partner, no individual or entity (including any current or former Worker of Merger Partner) is infringing, violating, misappropriating, using in an unauthorized manner or disclosing in an unauthorized manner any of the Merger Partner Owned Intellectual Property or Transferred Technology, and no Seller any Merger Partner Licensed Intellectual Property. Merger Partner has made available copies of all correspondence, analyses, legal opinions, complaints, claims, notices or asserted any claim, demand threats prepared or notice against any person or entity alleging any such received by Merger Partner concerning the infringement, misappropriationviolation or misappropriation of any Merger Partner Intellectual Property. (h) Section 3.10(h) of the Merger Partner Disclosure Schedule identifies each license, dilution covenant or other violation. There is no Proceeding pending oragreement pursuant to which Merger Partner has assigned, transferred, licensed, distributed or otherwise granted any right or access to Sellers’ Knowledgeany individual or entity, threatenedor covenanted not to assert any right, challenging a Seller’s ownership of with respect to any Owned past, existing or future Merger Partner Intellectual Property, . (i) Section 3.10(i) of the Merger Partner Disclosure Schedule identifies (i) each license or its right agreement pursuant to use which Merger Partner has obtained rights to any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Merger Partner Licensed Intellectual Property included (excluding generally available, off the shelf software programs that are licensed by Merger Partner pursuant to “shrink wrap” licenses, the total fees associated with which are less than $50,000) and (ii) each agreement, contract, assignment or other instrument pursuant to which Merger Partner has obtained any joint or sole ownership interest in the or to each item of Merger Partner Owned Intellectual Property. (dj) Sellers represent that they areTo Merger Partner’s knowledge, each no Worker of Merger Partner or any of its Subsidiaries is in material default or breach of any term of any employment Contract, non-disclosure Contract, assignment of invention Contract or similar Contract between such Worker and Merger Partner or its Subsidiary, as applicable, relating to the registrant protection, ownership, development, use or transfer of record Merger Partner Intellectual Property. Each Worker of each domain name as set forth in Schedule 4.09(d) (collectivelyMerger Partner or its Subsidiary has executed an employment Contract, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements Contract, assignment of invention Contract or other obligations of confidentialitysimilar Contract assigning to Merger Partner or its Subsidiary, andas the case may be, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Merger Partner Owned Intellectual Property that is material to the Business a writtenwas conceived, present and, valid assignment developed or created for Merger Partner or any of its Subsidiaries by such Intellectual Property to a SellerWorker. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (ik) Neither the negotiation, execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements hereby, will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during a material breach of or default under any agreement to which Merger Partner is a party governing any Merger Partner Intellectual Property, (ii) a material impairment of the one-year period immediately following rights of Merger Partner in or to any Merger Partner Intellectual Property or portion thereof, (iii) the Closing that shall grant or transfer to any third party of any new license or other interest under, the abandonment, assignment to any third party, or modification or loss of any right with respect to, or the creation of any Lien on, any Merger Partner Intellectual Property, (iv) Merger Partner or any of its Affiliates being obligated to pay any penalty or new or increased royalty or fee to any individual or entity under any agreement governing any Merger Partner Intellectual Property, or (v) Merger Partner or any of its Affiliates being (A) bound by or subject to any noncompete or licensing obligation or covenant not exceed the amount reflected for such third-party code to s▇▇ or (B) obligated to license any of its Intellectual Property to (or obligated not to assert its Intellectual Property against) any individual or entity, except in the Unaudited Financial Statements by more than $200,000, case of clauses (i) and (ii) an aggregate amount during the twelve (12of this Section 3.10(k) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for any such third-party code breach, default or impairment that, individually or in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from aggregate, have not had, and are not reasonably likely to result in, the loss of a volume increasematerial benefit to, additional licenses or other change in the operation creation of Business post Closing shall not be breaches of this representationany material liability for, Merger Partner. (kl) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties For purposes of Sellers with respect to Intellectual Property matters in this Agreement., the following terms shall have the following meanings:

Intellectual Property. (a) Schedule 4.09(a) sets forth a true 5.1 ORamaVR and complete list of any third party licensors hereby retain all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in and to the Licensed Software, including without limitation all Owned copy-rights, patent rights, trademark rights and all other intellectual property rights therein or related thereto (“Intellectual PropertyProperty Rights”). This Agreement does not convey or otherwise provide to Customer title or any ownership rights or interests in or to any Intellectual Property Rights of ORamaVR or any of its affiliates, free including but not limited to those incorporated in the Licensed Software or any component of the Licensed Software, copyright, patents, patent applications, works of authorship, trade secrets, know-how, ideas or any other subject matter protectable under Intellectual Property Rights laws of any jurisdiction. ORamaVR and clear any third party licensors are the sole and exclusive owners of and retain all Encumbrances right, title and interest in and to all Licensed Software, including, all Intellectual Property Rights in each of the foregoing. Any rights not expressly granted to Customer herein are hereby reserved by ORamaVR. 5.2 Customer shall not engage in any act or failure to act, that enables, causes or facilitates any use or distribution of the Licensed Software in a manner that causes any patents, copyrights or other Intellectual Property Rights owned or controlled by ORamaVR or any of its affiliates to become subject to any encumbrance or terms and conditions of any Open Source License. The rights granted by ORamaVR are conditioned upon Customer’s full compliance with the foregoing sentence. 5.3 Customer will not: (i) reverse engineer, disassemble, decompile, or translate the Licensed Software, or otherwise attempt to derive the source code of the Licensed Software, except if and only to the extent expressly permitted by applicable law, (ii) use the Licensed Software or any part of the Licensed Software, the documentation or Customer’s knowledge of the Licensed Software to create a product with the same or substantially the same functionalities as the Licensed Software, to create or develop any developer Software (including without limitation plug-ins and middleware) or any software other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order virtual reality Derivative Works; (iii) transfer or decree assign this Agreement or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Propertyrights, duties or materially restricting obligations hereunder; (iv) except as expressly permitted hereby, rent, lease, loan or otherwise in any manner provide or distribute the licensing Licensed Software and/or documentation or any copy of thereof to any Personthird party. 5.4 Customer, at its sole discretion, may report its findings and results of the use of the Licensed Software (“Feedback”). Feedback includes, without limitation, suggestions, comments, ideas or know how about the Licensed Software in direct connection with Customer’s evaluation and use (whether presented orally, in written form or otherwise) and Derivative Works or parts of the Derivative Works in machine readable form or source code. With respect to such Feedback, Customer hereby grants ORamaVR, under the Registered applicable Intellectual Property included in Rights owned by Customer, the Owned Intellectual Property listed on Schedule 4.09(a)worldwide, non-exclusive, perpetual, irrevocable, royalty-free rights: (i) all such Registered Intellectual Property is subsisting andto use, copy and modify Feedback, to Sellers’ Knowledge, valid and enforceablecreate derivative works and/or include such Feedback in the Licensed Software thereof, (ii) a Seller is the owner to make (and have made), use, import, sell, offer for sale, lease or otherwise distribute any products or services of recordORamaVR, containing Feedback, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at sublicense the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property foregoing rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure extent a license is necessary for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses using products or other change in the operation services of Business post Closing shall not be breaches of this representationORamaVR. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.