Common use of Non-Infringement Clause in Contracts

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Intellectual Property or any Company Product by any third party. No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Company, the operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringed, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Intellectual Property or any Company Product material Company-Owned IP Rights by any third party. No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge Except as disclosed on Schedule 3.12(d)(ii) of the CompanyDisclosure Schedule, since January 1, 2018, the operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property Company-Owned IP Rights and (ii) the Group Companies’ Company’s use of any product, device, process or service used in the Business as currently previously conducted, (A) currently conducted and as proposed to be conducted, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Third Party Intellectual PropertyProperty Rights, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third Party Intellectual Property Rights, and (B) does not constitute unfair competition or unfair trade practices under the Applicable applicable Law of any jurisdiction in which any Group the Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. No Group Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) notice alleging that any Group the Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person person or entity. To Except in relation to the knowledge items disclosed on Schedule 3.12(d)(ii) of the CompanyDisclosure Schedule, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has not received any opinion of counsel that any Company Product or Company Intellectual Property Company-Owned IP Rights or the operation of the business of the CompanyBusiness, as previously previously, currently conducted, or currently conducted as proposed to be conducted, infringes or misappropriates any Third- Third Party Intellectual Property Rights.

Non-Infringement. To (i) Neither the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of Company nor any Company Intellectual Property or any Company Product by any third party. No Group Company Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any Subsidiary has any adjudicated or outstanding (including settlements), but unpaid, Liabilities for infringement or misappropriation of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (iiB) the Group Companies’ Company’s and each Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted, (A) and as proposed by the Company to be conducted and each Subsidiary, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesapplicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company and any Group Company Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group Neither the Company nor any Subsidiary has been sued in any Legal Proceeding or received any written communications (including any third-third party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To No Company-Owned Intellectual Property or Company Product, or to the knowledge of the Company, no any Company Intellectual Property or Company Product Property, is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Group CompanySubsidiary, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Neither the Company nor any Subsidiary has received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyCompany or any Subsidiary, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge Knowledge of the CompanyPrincipal Sellers, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company Company-Owned Intellectual Property or Company ProductProperty. To the knowledge Knowledge of the CompanyPrincipal Sellers, the Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. To the Knowledge of the Principal Sellers, the operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s use of any product, device, process or service used in the Business as previously conducted and as currently conductedconducted by the Company, (A) has not infringed, and does not infringeinfringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group the Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right or, to the Knowledge of the Principal Sellers, right, that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group The Company has not received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Neither the Company nor any Company Subsidiary has sent a written notice to any third party alleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property and neither the Company nor any Company Subsidiary has brought any Legal Proceeding for infringement infringement, misappropriation or misappropriation other violation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has any Liability for infringement, misappropriation or other violation of any Third-Party Intellectual Property. None of (i) the Company Products, (ii) the Company-Owned Intellectual Property or Company Product. To the knowledge of the Company, nor (iii) the operation of the Business as currently conducted, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (iiB) the Group Companies’ Company’s or any Company Subsidiary’s use of any product, device, process or service used in the Business as currently previously conducted, currently conducted and as presently proposed to be conducted (Aas reflected in product roadmaps made available by Acquirer) has not infringedby the Company or any Company Subsidiary, and has, does not infringeor will infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not nor constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any Group Company Subsidiary conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and, to the knowledge of the Company, there is no basis for any such claims. No Group Except as set forth in Schedule 2.10(j) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has been sued involved in any Legal Proceeding or received any written or other communications (including any third-party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entityentity or that requires Company to take a license to, or to refrain from using, any Third-Party Intellectual Property. To the knowledge Except as set forth in Schedule 2.10(j) of the CompanyCompany Disclosure Letter, no Company Company-Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Group CompanyCompany Subsidiary, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To the knowledge Knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Neither the Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company Company-Owned Intellectual Property or Company ProductProperty. To the knowledge Except as set forth in Schedule 3.10(j) of the CompanyCompany Disclosure Letter, neither the Company nor any Subsidiary has any Liability for infringement or misappropriation of any Third-Party Intellectual Property. Except as set forth in Schedule 3.10(j) of the Company Disclosure Letter, the operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group CompaniesCompany’s and the Subsidiaries’ use of any product, device, process or service used in the Business as previously conducted in the last six years or as currently conducted, (A) by the Company and the Subsidiaries, has not infringednot, and does not infringeand, to the Knowledge of the Company, will not (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any Group Company Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group Neither the Company nor any Subsidiary has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To Neither the knowledge of the Company, no Company Intellectual Property or Company Product is subject to nor any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company Subsidiary has received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyCompany and the Subsidiaries, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group , and neither the Company nor any Subsidiary has brought any Legal Proceeding Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement infringement, misappropriation, or misappropriation other violation of any Company Third-Party Intellectual Property or Company ProductProperty. To the knowledge The operation of the Company, the operation of the Business as currently conducted’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or or use of any Company Product and/or Company or Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s use of any product, device, process or service used in the Business Company’s business as currently previously conducted, (A) currently conducted and as proposed to be conducted by the Company, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold (and there is no basis for any such claim). No Group Neither the Company nor any Subsidiary has been sued in any Legal Proceeding Action or received any written communications (including any third-party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting the Business as currently conductedits business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal ProceedingAction, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To the knowledge Knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Neither the Company nor any Subsidiary has brought any Legal Proceeding Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement infringement, misappropriation, or misappropriation other violation of any Company Third-Party Intellectual Property or Company ProductProperty. To the knowledge The operation of the Company, the operation of the Business as currently conducted’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or or use of any Company Product and/or Company or Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s use of any product, device, process or service used in the Business Company’s business as previously conducted and currently conducted, (A) has not infringed, and does not infringe(directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesapplicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold (and there is no basis for any such claim). No Group Neither the Company nor any Subsidiary has been sued in any Legal Proceeding Action or received any written (or, to the Company’s knowledge, non-written) communications (including any third-party reports by usersusers and any written “invitations to license” third-party patents) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting the Business as currently conductedits business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. To the knowledge of the No Company, no Company -Owned Intellectual Property or Company Product is subject to any Legal ProceedingAction, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Company-Owned Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the CompanyThe Company has not brought any action, there is no unauthorized use, unauthorized disclosure, infringement suit or misappropriation of any Company Intellectual Property or any Company Product by proceeding against any third party. No Group Company has brought any Legal Proceeding party for infringement or misappropriation of any Company Intellectual Property or Rights. The Company Product. To the knowledge of the Company, the operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringedProducts, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously including the design, development, manufacture, coding, use, sale, provision, offer to sell and distribution of any Company Products, has not and is not infringing, misappropriating or currently violating and will not infringe, misappropriate or violate when conducted in substantially the same manner by Acquiror and/or Surviving Corporation following the Closing, the Intellectual Property Rights of any third party, has not and does not violate any right of any person (including any right to privacy or publicity), or has not and does not constitute unfair competition or trade practices under the Legal Requirements of any jurisdiction. No claim or action has been brought or asserted against the Company by, and the Company has not received notice or any other overt threats, including indemnification claims, from any third party (nor does the Company have knowledge of any reasonable basis therefor), (i) challenging the Intellectual Property Rights of the Company, (ii) inviting the Company to license such third party’s Intellectual Property Rights, or (iii) claiming that any Company Product or the operation of the Company’s business, infringes or misappropriates the Intellectual Property Rights of any Third- Party third party, violates the rights of any third party (including any right to privacy or publicity), or constitutes unfair competition or trade practices under the Legal Requirements of any jurisdiction (nor does the Company have knowledge of any reasonable basis therefor). There are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Company Intellectual Property Agreements set forth on Section 2.8(j) of the Company Disclosure Schedule, that do or may: (x) restrict the rights of the Company to use, transfer, license or enforce any of its Intellectual Property Rights, (y) restrict the conduct of the business of, including any payments by or conditions on, the Company in order to accommodate a third party’s Intellectual Property Rights, or (z) grant any third party any right with respect to any Company Owned Intellectual Property, other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted in the ordinary course of business consistent with past practice.

Non-Infringement. To Because some jurisdictions do not allow the knowledge exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, some or all of the above exclusions and limitations may not apply to User. VOID WHERE PROHIBITED Although Company Online Services are accessible worldwide, not all products or services are available to all persons or in all geographic locations. The Company reserves the right to limit, in its sole discretion, the provision and quantity of any product or service to any person or geo- graphic area it so desires. Any offer for any product or service made is void where prohibited. USER RESPONSIBILITY TO THE COMPANY User is responsible and liable to the Company and Lionsgate and its and their respective affili- ated companies, officers, directors, employees, agents, licensors, and suppliers in respect of all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any vi- olation by User of this Agreement. The Company and/or Lionsgate reserves the right to assume the exclusive defense and control of any matter that User is responsible and liable for under this paragraph. The user agrees to indemnify, defend and hold harmless Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Intellectual Property or any Company Product by any third party. No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Company, the operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringedLionsgate, and does not infringeits and their respective parent companies, misappropriate or violate any Third-Party Intellectual Propertysubsidiaries, or breach any terms of serviceaffiliated companies, click-through agreement or any other agreement or ruleslicensors, policies or guidelinesdirectors, employees, officers, members, agents, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications (including assigns and any third-party reports providing information to this website (collectively, the “Released Parties”) from and against claims or losses caused by users) alleging his/ her use or any improper use of the website (or any content thereof). The user agrees that the Released Parties are not liable to the user or any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property third party for damages of any other Person or entitykind. To the knowledge of the CompanyLITIGATION ISSUES BINDING INDIVIDUAL ARBITRATION - PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY ALTER USER’S RIGHTS, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property RightsINCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has not received any notice or communication indicating or alleging that the Company is infringing or misappropriating any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property Property, and (ii) the Group Companies’ Company’s use of any product, device, process or service used in the Business as currently previously conducted, (A) currently conducted and as proposed to be conducted by the Company, has not infringednot, does not, and does will not infringeinfringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group the Company conducts its business the Business or in which Company Products are manufactureddeveloped, marketed, distributed, licensed or soldsold and there is no reasonable basis for any such claims. No Group The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group the Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the No Company, no Company -Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, or settlement agreement or right to which the Company is a party, that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may adversely affect the validity, use or enforceability of any Company-Owned Intellectual Property or Company Intellectual PropertyProduct. No Group The Company has not received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted, or as currently proposed to be conducted infringes or misappropriates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge None of the Companymaterial Transferred IP Rights are subject to any Judgment adversely affecting the use thereof or rights thereto by Guarantor and its Subsidiaries. Since December 1, 2018, there is has been no unauthorized useopposition or cancellation Legal Proceeding pending against Guarantor and its Subsidiaries concerning the ownership, unauthorized disclosurevalidity, infringement or misappropriation enforceability of any Company Intellectual Property or any Company Product by any third partyRegistered Transferred IP. No Group Company has brought any Legal Proceeding for infringement or misappropriation Since December 1, 2018, to the Knowledge of any Company Intellectual Property or Company Product. To the knowledge of the CompanySeller, the operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringed, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group Company no Person has infringed, misappropriated, or violated orotherwise violated, by conducting the Business as and no Person is currently conductedinfringing, would infringemisappropriating or otherwise violating, misappropriateany material Transferred IP Rights, and neither Guarantor nor any of its Subsidiaries has, since December 1, 2018, made any written allegation against a third party of any infringement or misappropriation, or violate other violation of any material Transferred IP Rights. The Seller Entities Use and Exploitation of the Purchased Assets and conduct of the MiC Business and the CloudLink Activities, including the design, development, use, promotion, marketing, provision, delivery, sale, support, making available, and licensing out of any Transferred Product, does not and has not (i) infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person Person, or entity(ii) constituted unfair competition or trade practices under the laws of any jurisdiction, except as would not reasonably be expected, individually or in the aggregate, to be material and adverse to the Purchased Assets or to the performance by Seller or its applicable Affiliates of their obligations under the Transaction Documents. To Without limiting the knowledge generality of the Companyimmediately foregoing sentence, since December 1, 2018 (A) no Company Intellectual Property infringement, misappropriation or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Companysimilar action, or thataction alleging unfair competition or trade practices, with the exception of patent prosecution-related communicationsis pending or, to the knowledge Knowledge of Seller, has been threatened against any Seller Entity or, to the CompanyKnowledge of Seller, against any other Person who may affect the validitybe entitled to be indemnified, use defended, held harmless or enforceability of reimbursed by any Company Intellectual Property. No Group Company Seller Entity with respect to such action and (B) neither Guarantor nor its Subsidiaries has received any opinion of counsel written notice (x) alleging that any Company Product of the conduct of the MiC Business or Company CloudLink Activities or any Use or Exploitation of CloudLink, or the Transferred Technology, infringes, misappropriates, violates or otherwise conflicts with the Intellectual Property Rights of any other Person, (y) inviting any Seller Entity to license the Intellectual Property Rights of another Person or (z) seeking indemnification from any Seller Entity in connection with the operation infringement, misappropriation or violation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights, except as would not reasonably be expected, individually or in the aggregate, to be material and adverse to the Purchased Assets or to the performance by Seller or its applicable Affiliates of their obligations under the Transaction Documents. Guarantor and its Subsidiaries possess all rights necessary to grant the licenses set forth in Exhibit F, and the grant of such licenses will not conflict with any of their respective obligations owed to third parties.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Intellectual Property or any Company Product by any third party. (i) No Group Company has brought any Legal Proceeding Dispute for infringement or misappropriation of any Company-Owned Intellectual Property. No Group Company has any adjudicated or outstanding (including settlements), but unpaid, liabilities for infringement or misappropriation of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedbusiness of the Company and each of its Subsidiaries, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, modification, performance, display, improvement, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (iiB) the Group Companies’ Company’s and each Subsidiary’s use of any product, device, process Process or service used in the Business as currently conducted, (A) their business has not infringedin the last six (6) years, and does not infringeinfringe (directly or indirectly, including contributory infringement and induced infringement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable applicable Law of any jurisdiction in which the Company and any Group Company Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed imported, licensed, made available, offered for sale or soldlicense or sold and there is no basis for any such claims. No In the last three (3) years, no Group Company has been sued in any Legal Proceeding Dispute or received any written communications (including any third-third party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or violated or, by conducting the Business as currently conductedtheir business, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Group Company Intellectual Property or Company Product is subject to any Legal ProceedingDispute, Order, settlement agreement or right that restricts in any manner material respect the use, transfer or licensing thereof of any Company-Owned Intellectual Property or Company Product by the Company or any Subsidiary, the receipt and/or use of any Company Product by any Group Companycustomer or end user thereof, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect that materially adversely affects the validity, use or enforceability of any Company Company-Owned Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Neither the Company nor any Company Subsidiary has sent a notice to any third party alleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has brought any Legal Proceeding for infringement infringement, misappropriation or misappropriation other violation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has any Liability for infringement, misappropriation or other violation of any Third-Party Intellectual Property. None of (i) the Company Products, (ii) the Company-Owned Intellectual Property or Company Product. To the knowledge of the Company, nor (iii) the operation of the Business as currently conductedBusiness, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (iiB) the Group Companies’ Company’s or any Company Subsidiary’s use of any product, device, process or service used in the Business as currently previously conducted, currently conducted and as proposed to be conducted by the Company or any Company Subsidiary, has, does or will infringe (A) has not infringeddirectly or indirectly, and does not infringeincluding via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under guidelines applicable to use of such Third-Party Intellectual Property. Neither the Applicable Law of Company nor any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company Subsidiary has been sued involved in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entityentity or that requires Company to take a license to, or to refrain from using, any Third-Party Intellectual Property. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that materially restricts in any manner the use, transfer or licensing thereof by the Company or any Group CompanyCompany Subsidiary, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Neither the Company nor any Company Subsidiary has received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge of the CompanySeller has not brought any action, there is no unauthorized use, unauthorized disclosure, infringement suit or misappropriation of any Company Intellectual Property or any Company Product by proceeding against any third party. No Group Company has brought any Legal Proceeding party for infringement or misappropriation of any Company Business Intellectual Property or Company ProductProperty. To the knowledge of the CompanyThe Business Products, and the operation of the Business as currently conductedAcquired Business, including (i) the design, development, manufacturingmanufacture, reproductioncoding, marketing, licensinguse, sale, provision, offer for sale, importation, distribution, provision and/or use to sell and distribution of any Company Product and/or Company Intellectual Property and Business Products, to Seller’s knowledge (ii) the Group Companies’ use of but without having conducted any productpatent search), device, process or service used in the Business as currently conducted, (A) has not infringedand is not infringing, misappropriating or violating and does will not infringe, misappropriate or violate when conducted in substantially the same manner by Buyer following the Closing, the Intellectual Property Rights of any Third-Party Intellectual Propertythird party, has not and does not violate any right of any person (including any right to privacy or publicity), or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, has not and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law Legal Requirements of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldjurisdiction. No Group Company claim or action has been sued brought or asserted against Seller by, and Seller has not received notice or any other overt threats, including indemnification claims, from any third party (nor does Seller have knowledge of any reasonable basis therefor), (i) challenging the Business Intellectual Property, (ii) inviting Seller to license such third party's Intellectual Property Rights in any Legal Proceeding connection with the Acquired Business, or received any written communications (including any third-party reports by usersiii) alleging claiming that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the CompanyAcquired Business, as previously or currently conducted infringes or misappropriates the Intellectual Property Rights of any Third- Party third party, violates the rights of any third party (including any right to privacy or publicity), or constitutes unfair competition or trade practices under the Legal Requirements of any jurisdiction (nor does Seller have knowledge of any reasonable basis therefor). There are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Business Intellectual Property Agreements set forth on Section 3.15(h) of the Seller Disclosure Schedule, that do or may: (x) restrict the rights of Seller to use, transfer, license or enforce any of the Business Intellectual Property, (y) restrict the conduct of the Acquired Business in order to accommodate a third party's Intellectual Property Rights, or (z) grant any third party any right with respect to any Business Intellectual Property, other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted in the ordinary course of business consistent with past practice.

Non-Infringement. To the knowledge of the CompanyJiff, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Jiff-Owned Intellectual Property or any Company Product by any third party. No Group Company Jiff has not brought any Legal Proceeding for infringement or misappropriation of any Company Jiff-Owned Intellectual Property Property. Jiff has no Liability for infringement or Company Productmisappropriation of any Third-Party Intellectual Property. To the knowledge of the Company, the The operation of the Business as currently conductedJiff Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Jiff Product and/or Company Jiff-Owned Intellectual Property and (ii) the Group Companies’ Jiff’s use of any product, device, process or service used in the Jiff Business as currently previously conducted, (A) currently conducted and as proposed to be conducted by Jiff, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company Jiff conducts its business or in which Company Jiff Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group Company Jiff has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group Company Jiff has infringed, misappropriated, or violated or, by conducting the Business as currently conductedJiff Business, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company No Jiff-Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group CompanyJiff, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Jiff-Owned Intellectual Property. No Group Company Jiff has not received any written opinion of counsel that any Company Jiff Product or Company Jiff-Owned Intellectual Property or the operation of the business of the CompanyJiff, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge The operation of the CompanyBusiness as presently conducted and as conducted within the one (1) year period prior to the date hereof, there is no unauthorized and the design, development, distribution, marketing, manufacture, use, unauthorized import, license, or sale of the Current Business Products and functional and discrete components that have been reviewed, verified and integrated into the product database of the Business on or before the Closing Date, do not (and did not at any time within the one (1) year period prior to the date hereof) (i) infringe or misappropriate the Intellectual Property Rights of any Person, (ii) violate any material term or provision of any License or Contract concerning the Intellectual Property Rights or Technology of any Person, (iii) violate any other term or provision of any License or Contract concerning such Intellectual Property Rights or Technology which violation could result in the termination, or any material alteration or limitation of, such License or Contract or the right to use or exercise rights under such Intellectual Property Rights or Technology, (iv) violate any moral right, right of privacy or right of publicity of any Person, (v) disclose any material confidential information of Seller or any of its Subsidiaries that is not pursuant to a confidentiality agreement, other than such disclosures made to the PTO, other patent offices, standard-setting organizations or otherwise, which disclosures were consistent with the exercise of reasonable business judgment, (vi) disclose any material third-party confidential information that is protected by a confidentiality agreement, unless such disclosure was authorized by the relevant third party with the right to permit such disclosure, infringement or misappropriation (vii) constitute unfair competition or an unfair trade practice under any Law. Neither Seller nor any of its Subsidiaries nor any Company Intellectual Property of its or their respective employees or Representatives has (x) received from any Company Person any written notice claiming that any Business Product by any third party. No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Company, the operation of the Business as currently conducted, including (i) infringes or misappropriates the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use Intellectual Property Rights of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process Person or service used in the Business as currently conducted, (A) has not infringed, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute constitutes unfair competition or unfair trade practices under any Law or (y) in the Applicable Law three (3) year period prior to the date hereof, received from any Person and brought to the attention of the legal department of Seller or any jurisdiction in which any Group Company conducts of its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received Subsidiaries any written communications (including any notice of third-party reports by users) alleging that any Group Company has infringed, misappropriated, Patent or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any other Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject Rights relating to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business Business or any Current Business Product from a putative or potential licensor of such rights. Neither Seller nor any of its Subsidiaries has, within the one (1) year period prior to the date hereof, brought or resolved any Action or Proceeding for infringement of Purchased IP Assets or Exclusively Licensed IP Assets or breach of any License or Contract involving Purchased IP Assets or Exclusively Licensed IP Assets against any Person. Notwithstanding the foregoing, in no event does Seller represent that operation of the CompanyBusiness or any Business Product or Purchased Asset does not infringe any Patents which would necessarily be infringed by an implementation of a required element of a Standard. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rightsamended. Confidential treatment has been requested with respect to the omitted portions.

Non-Infringement. To the knowledge of the Company, there There is no current unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Owned Intellectual Property or any Company Product by any third party. No Group The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company Owned Intellectual Property Property. The Company has no Liability for infringement or Company Productmisappropriation of any Third-Party Intellectual Property. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including but not limited to (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, display, provision and/or use of any Company Product and/or Company Owned Intellectual Property (and to the Knowledge of the Company, any other Company Intellectual Property) and (ii) the Group Companies’ Company’s use of any content, product, device, process or service used in the Business as previously conducted in the past four years and as currently conductedconducted by the Company, (A) has not infringed, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, guidelines applicable to use of such Third-Party Intellectual Property and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group the Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, Order or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect that affects the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Intellectual Property or any Company Product by any third party. No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Company, Neither (i) the operation of the Business as currently conductedby Seller and its Subsidiaries, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and nor (ii) the Group Companies’ use use, sale, import, export, and manufacture of any product, device, process or service used in the Business as currently conductedProducts, the Transferred Technology, the Transferred PCIe Assets, or the Licensed Technology (A) has not have infringed, misappropriated or otherwise violated or constituted the unauthorized use of, and does as currently conducted do not infringe, misappropriate or otherwise violate or constitute the unauthorized use of, any Third-Party Intellectual PropertyProperty Rights owned by any Person, and such conduct will not constitute infringement, misappropriation or breach other violation of the Intellectual Property Rights of any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesPerson when conducted by Buyer in substantially the same manner, and (B) has not constituted and does not constitute unfair competition or unfair trade practices under the Applicable Law Laws of any jurisdiction. Neither Seller nor any of its Subsidiaries has received written notice from any Person (1) claiming the operation of the Business, or any Transferred Technology, Transferred PCIe Assets, Licensed Technology or Business Products infringes, misappropriates or otherwise violates or constitutes the unauthorized use of any Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction in which (nor does Seller have Knowledge of any Group Company conducts basis therefor) or (2) demanding or offering to license to Seller or any of its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate Subsidiaries any Intellectual Property of any other Person or entityRights in connection with the Business. To the knowledge of the CompanySeller’s Knowledge, no Company Intellectual Property or Company Product item of Transferred IP, nor any item of Licensed IP, is subject to any Legal Proceeding, Order, Action or outstanding Order or settlement agreement or right stipulation in litigation that restricts in any manner the use, transfer provision, transfer, assignment or licensing thereof by Seller or any Group Company, of its Subsidiaries or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use use, ownership, registerability or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product such Transferred IP or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property RightsLicensed IP.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property or Company Product. To Property; provided that the knowledge of foregoing representation is made to the Company, the ’s knowledge with respect to patents only. The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s use of any product, device, process or service used in the Business as currently previously conducted, (A) currently conducted and as proposed to be conducted by the Company, has not infringed, and does not infringeinfringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third Party Intellectual Property to which the Company is a party (provided that the foregoing representation is made to the Company’s knowledge with respect to patents only), and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business Business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and, to the knowledge of the Company, there is no basis for any such claims. No Group The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group the Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the No Company, no Company -Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Company- Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Third Party Intellectual Property exclusively licensed to the Company. Sections 2.9(b) and (j) shall be the only representations or warranties in this Agreement with respect to matters of infringement, misappropriation or other violation of any Third Party Intellectual Property or Intellectual Property Rights, and no other provision in this Agreement will be construed as such.

Non-Infringement. To the knowledge of the CompanySeller, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Seller-Owned Intellectual Property or any Company Product by any third party. No Group Company Since January 1, 2019, Sxxxxx has not sent a notice to any third party alleging infringement or misappropriation of any Intellectual Property relating to the Business. Seller has not brought any Legal Proceeding for infringement or misappropriation of any Company Seller-Owned Intellectual Property that are currently pending or Company Productunresolved. Except as set forth on Schedule 4.6(f) of the Disclosure Letter, to the knowledge of Seller, Seller has no Liability for infringement or misappropriation of any Third-Party Intellectual Property relating to the Business. To the knowledge of the CompanySeller, the operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company the Seller-Owned Intellectual Property and (ii) the Group Companies’ Seller’s use of any product, device, process or service used in the Business as previously conducted or currently conducted, (A) has not infringed, and does not infringeinfringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property. Since January 1, and (B) does 2019, Seller has not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group Company Seller has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company No Seller Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group CompanySeller, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Seller Intellectual Property. No Group Company Seller has not received any opinion of counsel that any Company Product or Company Seller-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted conducted, infringes or misappropriates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Acquired Company has sent a written notice to or brought any Legal Proceeding for infringement Action against any third party alleging infringement, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including including, (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ each Acquired Company’s use of any product, device, process or service used in the Business as previously conducted, currently conductedconducted and, and with respect to the Company Products, as proposed to be conducted by the Acquired Companies, (A) has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, Property or materially breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, in each case as applicable to use of such Third-Party Intellectual Property and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Acquired Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group In the past six years, no Acquired Company has been sued in any Legal Proceeding Action or received any written communications (including any third-party reports by users) alleging that any Group Acquired Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal ProceedingAction, Order, settlement agreement agreement, or right that restricts in any manner the use, transfer or licensing thereof by any Group Acquired Company, or that, with the exception of patent prosecution-related communications, that would reasonably be expected to the knowledge of the Company, may adversely affect the validity, use or enforceability of any Company Intellectual Property. No Group Acquired Company has received any written opinion of counsel that any Company Product or Company Product, Company-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has never infringed or misappropriated any Third-Party Intellectual Property and has no Liability for infringement or Company Productmisappropriation of any Third-Party Intellectual Property. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s use of any product, device, process or service used in the Business as previously conducted and currently conductedconducted by the Company and currently proposed to be conducted by the Company, (A) has not infringed, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group the Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property; provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property. No Group The Company has not received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business Business of the Company, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property Rights. There is no basis for a claim that any Company Intellectual Property is invalid or unenforceable, provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Neither the Company nor any Company Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has any Liability for infringement or misappropriation of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s and each Company Subsidiary’s use of any product, device, process or service used in the Business as currently previously conducted, (A) currently conducted and as proposed to be conducted by the Company and each Company Subsidiary, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any Group Company Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group Neither the Company nor any Company Subsidiary has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Group CompanyCompany Subsidiary, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group The Company has not received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyCompany or any Company Subsidiary, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property Rights. The Company has implemented sufficient processes to verify and guarantee that none of the products or goods sold by or through the Company or any Company Subsidiary are counterfeit, and neither the Company nor any Company Subsidiary has any Liabilities arising from any sale of counterfeit products or goods by or through the Company or any Company Subsidiary. None of the products or goods sold by or through the Company or any Company Subsidiary are or have been counterfeit.

Non-Infringement. To the knowledge Knowledge of the CompanySeller, there is no no, nor has there been, any, unauthorized use, unauthorized disclosure, infringement infringement, misappropriation, or misappropriation other violation of any Company Seller Owned Intellectual Property or any Company Product by any third party. No Group Company , and Seller has not brought any Legal Action or Proceeding concerning the same. Seller has no Liability, and has not been subject to any actual or threatened Action or Proceeding, for infringement actual or misappropriation alleged infringement, misappropriation, or other violation by Seller of any Company Intellectual Property or Company ProductRight of a third party. To the knowledge of the Company, the The operation of the Business as currently conducted or as currently contemplated to be conducted, including (i) but not limited to the design, development, manufacturinguse, reproductionimport, branding, advertising, promotion, marketing, licensingdistribution and sale of Seller Products, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringed, and does not infringeinfringe (directly or indirectly), misappropriate or otherwise violate any Third-Intellectual Property Right of any Person, violate any right of any Person (including any right to privacy or publicity), constitute unfair competition or trade practices under the Laws of any jurisdiction, or violate any Seller Intellectual Property Agreements or other terms applicable to use of such Third Party Intellectual Property, provided that the foregoing is qualified to the Knowledge of Seller with respect to Patents. Seller has not received notice from any Person: (i) claiming that Seller Product, or breach the operation of the Business infringes or misappropriates any terms Intellectual Property Right of service, click-through agreement any Person or any other agreement or rules, policies or guidelines, and (B) does not constitute constitutes unfair competition or unfair trade practices under the Applicable Law Laws of any jurisdiction in which any Group Company conducts its business jurisdiction; or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications (ii) including any third-party reports by users) alleging that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate offer to license any Intellectual Property Rights of any other Person or entityin the context of a possible need to do so to avoid infringement. To the knowledge of the Company, no Company No Seller Intellectual Property or Company Seller Product is subject to any Legal Proceedinglegal proceeding, Orderorder, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group CompanySeller, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Seller Intellectual Property. No Group Company Seller has not received any opinion of counsel that any Company Seller Product or Company Seller Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes or misappropriates any Third- Third Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, violation or misappropriation of any Company Owned Intellectual Property or (including any Company Product applicable Transferred Assets) by any third party. No Group Company In the three (3) years prior to the date of this Agreement, there has brought not been any Legal Proceeding for infringement infringement, violation or misappropriation of any Company Owned Intellectual Property (including any applicable Transferred Assets. The Company (including as a successor to any of the Transferred Assets) does not have any liability for infringement, violation or Company Productmisappropriation of any Intellectual Property Rights of any third party. To the knowledge of the Company's knowledge, the operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Product, Company Owned Intellectual Property as previously conducted and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conductedconducted by the Company, (A) has not infringed, and does not infringeinfringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law Property Rights of any jurisdiction in which third party. The Company (nor Parent with respect to any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company of the applicable Transferred Assets) has not been sued in any Legal Proceeding or received any written communications (including any third-third party reports by users) alleging that the Company (or Parent with respect to any Group Company applicable Transferred Assets) has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Owned Intellectual Property or Company Product is subject to any Legal Proceeding, judgment, writ, decree, stipulation, determination, decision, award, rule, preliminary or permanent injunction, temporary restraining order or other order of any governmental Entity or arbitrator (“Order”), settlement agreement or right that restricts in any manner the use, transfer transfer, or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may adversely affect the validity, use or enforceability of any such Company Owned Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Acquired Company has sent a notice to or brought any Legal Proceeding for infringement Action against any third party alleging infringement, misappropriation or misappropriation other violation of any material Company- Owned Intellectual Property. No Acquired Company has any Liability for infringement, misappropriation or other violations of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ each Acquired Company’s use of any product, device, process or service used in the Business Business, as previously conducted and as currently conductedconducted by the Acquired Companies, (A) has not infringednot, and does not infringeand, following the Closing Date when operated in the same manner, in material respects, as currently operated, will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Acquired Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group sold and, to the knowledge of the Company, there is no basis for any such claims; (iii) no Acquired Company has been sued in any Legal Proceeding Action or received any written communications (including any third-party reports by users) alleging that any Group Acquired Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To ; (iv) no Company-Owned Intellectual Property or Company Product, or to the knowledge of the Company, no Company Third-Party Intellectual Property or Company Product that is licensed to the Company, is subject to any Legal ProceedingAction, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Acquired Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Company-Owned Intellectual Property. No Group ; and (v) no Acquired Company has received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge The operation of the CompanyBusiness as presently conducted and as conducted within the one (1) year period prior to the date hereof, there is no unauthorized and the design, development, distribution, marketing, manufacture, use, unauthorized import, license, or sale of the Current Business Products and functional and discrete components that have been reviewed, verified and integrated into the product database of the Business on or before the Closing Date, do not (and did not at any time within the one (1) year period prior to the date hereof) (i) infringe or misappropriate the Intellectual Property Rights of any Person, (ii) violate any material term or provision of any License or Contract concerning the Intellectual Property Rights or Technology of any Person, (iii) violate any other term or provision of any License or Contract concerning such Intellectual Property Rights or Technology which violation could result in the termination, or any material alteration or limitation of, such License or Contract or the right to use or exercise rights under such Intellectual Property Rights or Technology, (iv) violate any moral right, right of privacy or right of publicity of any Person, (v) disclose any material confidential information of Seller or any of its Subsidiaries that is not pursuant to a confidentiality agreement, other than such disclosures made to the PTO, other patent offices, standard-setting organizations or otherwise, which disclosures were consistent with the exercise of reasonable business judgment, (vi) disclose any material third-party confidential information that is protected by a confidentiality agreement, unless such disclosure was authorized by the relevant third party with the right to permit such disclosure, infringement or misappropriation (vii) constitute unfair competition or an unfair trade practice under any Law. Neither Seller nor any of its Subsidiaries nor any Company Intellectual Property of its or their respective employees or Representatives has (x) received from any Company Person any written notice claiming that any Business Product by any third party. No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Company, the operation of the Business as currently conducted, including (i) infringes or misappropriates the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use Intellectual Property Rights of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process Person or service used in the Business as currently conducted, (A) has not infringed, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute constitutes unfair competition or unfair trade practices under any Law or (y) in the Applicable Law three (3) year period prior to the date hereof, received from any Person and brought to the attention of the legal department of Seller or any jurisdiction in which any Group Company conducts of its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received Subsidiaries any written communications (including any notice of third-party reports by users) alleging that any Group Company has infringed, misappropriated, Patent or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any other Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject Rights relating to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business Business or any Current Business Product from a putative or potential licensor of such rights. Neither Seller nor any of its Subsidiaries has, within the one (1) year period prior to the date hereof, brought or resolved any Action or Proceeding for infringement of Purchased IP Assets or Exclusively Licensed IP Assets or breach of any License or Contract involving Purchased IP Assets or Exclusively Licensed IP Assets against any Person. Notwithstanding the foregoing, in no event does Seller represent that operation of the Company, as previously Business or currently conducted infringes any Business Product or misappropriates Purchased Asset does not infringe any Third- Party Intellectual Property RightsPatents which would necessarily be infringed by an implementation of a required element of a Standard.

Non-Infringement. To the knowledge Knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, dilution, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or any Company Product by any third partyother Person. No Group Neither the Company nor any of the Subsidiaries has brought any Legal Proceeding for infringement infringement, dilution, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or Company ProductProperty. To the knowledge Knowledge of the Company, neither the Company nor any of the Subsidiaries has any Liability for infringement, dilution, misappropriation or other violation of any Third-Party Intellectual Property. To the Knowledge of the Company, the operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group CompaniesCompany’s or any of the Subsidiaries’ use of any product, device, process or service used in the Business as previously conducted and currently conductedconducted has not, (A) has not infringed, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), dilute, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under practices. Neither the Applicable Law Company nor any of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company the Subsidiaries has been sued in any Legal Proceeding or since August 1, 2018, received any written communications (including any third-party reports by users) alleging that the Company any Group Company of the Subsidiaries has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property Rights of any other Person or entityPerson. To the knowledge of the No Company, no Company -Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Group Companyof the Subsidiaries, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Company-Owned Intellectual Property. No Group Neither the Company nor any of the Subsidiaries has received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes conducted, or as currently proposed to be conducted, infringes, dilutes, misappropriates or violates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s use of any product, device, process or service used in the Business as currently previously conducted, (A) currently conducted and as proposed to be conducted by the Company, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group the Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group The Company has not received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property Rights. The Company has not received any opinion of counsel that any Company Product or Company Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted by the Company, infringes or misappropriates any Third Party Intellectual Property Rights.

Non-Infringement. To The Companies have not (i) to the knowledge Knowledge of the CompanyCompanies, there is no unauthorized useinfringed, unauthorized disclosure, infringement (ii) misappropriated or misappropriation (iii) otherwise violated any Intellectual Property Right of any Company Intellectual Property or any Company Product by any third partyother Person. No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Company, the The operation of the Business Businesses as currently conductedconducted or as proposed to be conducted has not, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringed, and does not and to the Knowledge of the Companies, will not (1) violate, infringe, misappropriate or violate unlawfully use any Third-Party Intellectual PropertyProperty Right of any third party, (2) constitute any contributory infringement of or inducement to infringe, misappropriate or unlawfully use any Intellectual Property Right of any third party, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B3) does not constitute unfair competition or unfair trade practices under the Applicable Law laws of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldjurisdiction. No Group Company has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging There is no substantial basis for a claim that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the CompanyCompanies (A) is violating, as previously infringing, misappropriating or currently conducted infringes unlawfully using or misappropriates has violated, infringed on, misappropriated or unlawfully used any Third- Party Intellectual Property RightsRight of a third party, (B) constitutes or has or will constitute any contributory infringement of or inducement to infringe, misappropriate or unlawfully use any Intellectual Property of any third party, or (C) constitutes or has or will constitute unfair competition or unfair trade practices under the laws of any jurisdiction; provided, however, that the representations in this sentence, to the extent applicable to infringement (including contributory infringement and inducement to infringe) are to the to the Knowledge of the Companies. No infringement, misappropriation or similar claim or Proceeding is pending or, to the Knowledge of the Companies threatened in writing, against either of the Companies or any Person who may be entitled to be indemnified or reimbursed by either of the Companies to such claim or Proceeding. The Companies have not received any written notice or other written communication relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person.

Non-Infringement. To the knowledge Except as set forth in Schedule 2.8(f) of the CompanySeller Disclosure Schedule, there to the Knowledge of Seller, no Third Party has, or is no currently, infringing, misappropriating or violating any Acquired Companies-Owned Intellectual Property. No Acquired Company or any of their Subsidiaries has delivered to any Third Party written notice of a claim for any such actual, alleged, or suspected unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Acquired Companies-Owned Intellectual Property. Except as described in Schedule 2.8(f) of the Seller Disclosure Schedule, there are no past, current or pending Legal Proceedings involving allegations of infringement or misappropriation (i) by any Third Party of any Acquired Companies-Owned Intellectual Property, or (ii) by any Acquired Company or any of its Subsidiaries of Intellectual Property or any Company Product owned by any third partyThird Party. No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Company, the The operation and conduct of the Business by the Acquired Companies and their Subsidiaries as each is currently conducted and, to the Knowledge of Seller, as currently conducted, including (i) proposed to be conducted and the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringed, and does Acquired Companies Products do not infringe, misappropriate or violate and have not in the last six (6) years infringed, misappropriated or violated any Third-Party Intellectual Property. Except as described in Schedule 2.8(f) of the Seller Disclosure Schedule, in the past (6) years, none of the Acquired Companies nor any of their Subsidiaries has received a written notice alleging that such Acquired Company or breach Subsidiary has infringed or violated any terms of service, clickThird-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldParty Intellectual Property. No Group Company has been sued in any Legal Proceeding or received any written communications (including With respect to any third-party reports by users) alleging that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof Software used by any Group Companyof Acquired Companies or any of their Subsidiaries, or thatthe Acquired Companies and their Subsidiaries, in accordance with each applicable third party’s Software licensing requirements, obtained the exception appropriate number of patent prosecution-related communications, licenses to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or such Software in the operation of the business as currently conducted and as currently proposed to be conducted. None of the CompanyAcquired Companies nor any of their Subsidiaries has any obligation to compensate any Person for the use of any Intellectual Property. Except as set forth in Schedule 2.8(f) of the Seller Disclosure Schedule, as previously there are no settlements, covenants not to xxx, consents, judgments, or currently conducted infringes orders or misappropriates similar obligations that: (i) restrict the rights of the Acquired Companies or their Subsidiaries to use or assert any Third- Party Acquired Companies-Owned Intellectual Property Rightsin any manner; (ii) restrict the business of the Acquired Companies or any of their Subsidiaries within the fields of 3D printing or additive manufacturing; or (iii) permit third parties to use the Acquired Companies-Owned Intellectual Property.

Non-Infringement. To the knowledge of the Company, there neither is no nor has been any unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party, including any current or former employee, consultant, advisor or independent contractor. No Group There has been no Legal Proceeding brought by the Company or another Person relating to infringement or misappropriation of any Company-Owned Intellectual Property. The Company has brought any Legal Proceeding no Liability for infringement or misappropriation of any Company Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s use of any product, device, process or service used in the Business as currently conductedBusiness, (A) has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement service or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group The Company has been sued in any Legal Proceeding or not received any written communications (including any third-party reports by userscustomers) alleging that any Group the Company has been sued in any Legal Proceeding, infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To The Company has not received any invitations or demands from third parties for the Company to license or purchase any third-party patents or patent applications. No Company-Owned Intellectual Property or Company Product or to the knowledge of the Company, no Company Third-Party Intellectual Property or that is licensed to the Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group The Company has not received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property Rights.

Non-Infringement. To Except as set forth in Section 3.18(j) of the knowledge Disclosure Schedule, to the Knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Except as set forth in Section 3.18(j) of the Disclosure Schedule, neither the Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company Company-Owned Intellectual Property or Company ProductProperty. To the knowledge Except as set forth in Section 3.18(j) of the CompanyDisclosure Schedule, neither the Company nor any Subsidiary has any liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s and each Subsidiary’s use of any product, device, process or service used in the mophie Business as previously conducted and as currently conductedconducted by the Company and each Subsidiary, (A) has not infringed, and does not infringeinfringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rulesagreement. Except as set forth in Section 3.18(j) of the Disclosure Schedule, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under neither the Applicable Law of Company nor any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company Subsidiary has been sued in any Legal Proceeding or received any written communications communication (including any third-party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge Except as set forth on Section 3.18(j) of the CompanyDisclosure Schedule, no Company Company-Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Orderorder, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Group CompanySubsidiary, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Company-Owned Intellectual Property. No Group To the Knowledge of the Company, no Company Intellectual Property other than Company-Owned Intellectual Property is subject to any Legal Proceeding, order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Subsidiary, or that may affect the validity, use or enforceability thereof. The Company has not received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of mophie Business by the CompanyCompany and its Subsidiaries, as previously or currently conducted conducted, infringes or misappropriates any Third- Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Neither the Company nor any of the Subsidiaries has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any of the Subsidiaries has any Liability for infringement or misappropriation of any Third-Party Intellectual Property or Company Productfor unfair competition or unfair trade practices under the Applicable Law of any jurisdiction, nor has it received any notice or communication indicating or alleging the same. To the knowledge of the Company, the The operation of the Business Business, as previously or currently conducted, conducted by the Company and its Subsidiaries including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group CompaniesCompany’s and any of the Subsidiaries’ use of any product, device, process or service used in the Business as previously or currently conducted, or as currently proposed to be conducted pursuant to the Roadmap by the Company and any of the Subsidiaries, have not, do not and will not (A) has not infringedinfringe (directly or indirectly, and does not infringeincluding via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or (B) breach any terms of service, click-through agreement or any other agreement or rulesrules that, policies in each case, legally bind the Company or guidelinesits Subsidiaries and are applicable to use of such Third-Party Intellectual Property, and or (BC) does not constitute unfair competition or unfair trade practices under the Applicable Law and there is no basis for any such claims. Neither the Company nor any of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company the Subsidiaries has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Group Company has of the Subsidiaries have infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Third-Party Intellectual Property of any other Person or entityProperty. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement Proceeding or right Order that restricts in any manner the use, transfer or licensing thereof by the Company or any Group Companyof the Subsidiaries, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Neither the Company nor any of the Subsidiaries has received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyCompany or any of the Subsidiaries, as previously or currently conducted, or as currently proposed to be conducted infringes by the Company or its Subsidiaries, infringes, misappropriates or otherwise violates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company does not have any Liability for infringement or misappropriation of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s import or use of any product, device, process or service used in the Business as previously conducted and currently conductedconducted by the Company and any product, (A) device, process or service currently in development by the Company, has not infringednot, does not, and does will not infringeinfringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement (including any rules or rulespolicies incorporated into any terms of service, policies click-through agreement or guidelinesany other agreement legally binding the Company) applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group the Company conducts its business the Business or in which Company Products are imported, manufactured, marketed, distributed, used, licensed or soldsold and there is no basis for any such claims. No Group The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group the Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the No Company, no Company -Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group The Company has not sought or received any opinion of counsel that regarding any actual or potential infringement or misappropriation of any Third-Party Intellectual Property arising from or relating to design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes conducted, or misappropriates any Third- Party Intellectual Property Rightsas currently proposed to be conducted.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Neither the Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any Subsidiary has any Liability for infringement or misappropriation of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ Company’s and each Subsidiary’s use of any product, device, process or service used in the Business as currently previously conducted, (A) currently conducted and as proposed to be conducted by the Company and each Subsidiary, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which Company or any Group Company Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group Neither the Company nor any Subsidiary has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Group CompanySubsidiary, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group The Company has not received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyCompany or any Subsidiary, as previously or currently conducted, or as currently proposed to be conducted by the Company or any Subsidiary, infringes or misappropriates any Third- Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Acquired Company has sent a notice to or brought any Legal Proceeding for infringement Action against any third party alleging infringement, misappropriation or misappropriation other violation of any Company-Owned Intellectual Property. No Acquired Company has any Liability for infringement, misappropriation or other violations of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Companies’ each Acquired Company’s use of any product, device, process or service used in the Business as currently previously conducted, (A) currently conducted and as proposed to be conducted by the Acquired Companies, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Acquired Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group Acquired Company has been sued in any Legal Proceeding Action or received any written communications (including any third-party reports by users) alleging that any Group Acquired Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal ProceedingAction, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Acquired Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Acquired Company has received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To (i) Neither the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of Company nor any Company Intellectual Property or any Company Product by any third party. No Group Company Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any Subsidiary has any adjudicated or outstanding (including settlements), but unpaid, Liabilities for infringement or misappropriation of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (iiB) the Group Companies’ Company’s and each Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted, (A) and as proposed by the Company to be conducted and each Subsidiary, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesapplicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company and any Group Company Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group Neither the Company nor any Subsidiary has been sued in any Legal Proceeding or received any written communications (including any third-third party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To No Company-Owned Intellectual Property or Company Product, or to the knowledge Knowledge of the Company, no any Company Intellectual Property or Company Product Property, is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Group CompanySubsidiary, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Neither the Company nor any Subsidiary has received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyCompany or any Subsidiary, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Acquired Company has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. No Acquired Company has Liability for infringement or misappropriation of any Third-Party Intellectual Property or Company ProductRights. To the knowledge of the Company, the The operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) the Group Acquired Companies’ use of any product, device, process or service used in the Business as currently previously conducted, (A) currently conducted and as proposed to be conducted by the Acquired Companies has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual PropertyProperty Rights, or breach any terms of service, click-through agreement or any other agreement or binding agreement, rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business the Acquired Companies conduct the Business or in which Company Products are manufactured, marketed, distributed, used, licensed or soldsold and there is no basis for any such claims. No Group Since January 1, 2017, no Acquired Company has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group an Acquired Company has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group an Acquired Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Acquired Company has received any opinion of counsel that regarding any actual or potential infringement or misappropriation of any Third-Party Intellectual Property Rights arising from or relating to design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes conducted, or misappropriates any Third- Party Intellectual Property Rightsas currently proposed to be conducted.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group The Company has not sent a notice to any third party alleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property. The Company has not brought any Legal Proceeding for infringement infringement, misappropriation or misappropriation other violation of any Company-Owned Intellectual Property. The Company does not have any Liability for infringement, misappropriation or other violation of any Third-Party Intellectual Property. None of (i) the Company Products, (ii) the Company-Owned Intellectual Property or Company Product. To the knowledge of the Company, nor (iii) the operation of the Business as currently conductedBusiness, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (iiB) the Group Companies’ Company’s use of any product, device, process or service used in the Business as currently previously conducted, as currently conducted and as currently proposed to be conducted (Awith respect to any Company Products or as otherwise specifically described in the Product Roadmap) has not infringedby the Company, and has, does not infringeor will infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not nor constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group the Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and, to the knowledge of the Company, there is no basis for any such claims. No Group The Company has not been sued involved in any Legal Proceeding or received any written or, to the knowledge of the Company, other communications (including any third-party reports by users) alleging that any Group the Company has infringed, misappropriated, or otherwise violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. To No Company-Owned Intellectual Property, Company Product, or to the knowledge of the Company, no Company Third-Party Intellectual Property that is licensed to the Company and incorporated into or used in the development of any Company Product Product, is subject to any Legal Proceeding, Order, settlement agreement or similar right that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group The Company has not received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third- Third-Party Intellectual Property RightsProperty.

Non-Infringement. To the knowledge Other than as referred to in Schedule 2.8(h) of the CompanyCompany Disclosure Letter, to the Knowledge of the Company and the Israeli Subsidiary, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation or other violation of any Company Owned Intellectual Property or any Company Product by any third party, including any current or former employee of the Company or the Israeli Subsidiary. No Group Neither the Company nor the Israeli Subsidiary has not brought any Legal Proceeding action, suit or proceeding against any third party for infringement or misappropriation of any Company Owned Intellectual Property or breach of any Company ProductIntellectual Property Agreement. To Neither the knowledge Company Products nor any Company owned or, to the Company’s Knowledge, licensed content provided by the Company and contained in the Company Products (and, with respect to Patents and registered trademarks only, to the Knowledge of the Company) are infringing, misappropriating or violating and have not infringed, misappropriated or violated the Intellectual Property of any third party. The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Owned Intellectual Property Property, and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringed, and by the Company or the Israeli Subsidiary does not infringe, misappropriate or violate violate, and has not infringed, misappropriated or violated any Third-Third Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under . Neither the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company nor the Israeli Subsidiary has been sued in any Legal Proceeding action, suit or proceeding or received any written communications (including any third-third party reports by users) alleging that any Group the Company or the Israeli Subsidiary has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entityPerson. To the knowledge of the Company, no No Company Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, judgment, settlement agreement or right that restricts stipulation adversely affecting in any other than immaterial manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Owned Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group Since November 1, 2015, neither the Company nor any of the Subsidiaries has brought any Legal Proceeding for infringement or misappropriation of any Company Company-Owned Intellectual Property or at any time. Since November 1, 2015, neither the Company Product. To the knowledge nor any of the Company, the Subsidiaries has any Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property by the Company or any of the Subsidiaries and (ii) the Group Companies’ Company’s or any of the Subsidiaries use of any product, device, process or service used in the Business as conducted since November 1, 2015 and as currently conducted, (A) has not infringed, and conducted by the Company or any of the Subsidiaries does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, Property and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any Group of the Subsidiaries conducts the Business and to the knowledge of the Company conducts its business or in which there is no basis for any such claims. Neither the Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has nor any of the Subsidiaries have been sued in any Legal Proceeding or received any written communications (including any third-party written reports by users) alleging that the Company or any Group Company of the Subsidiaries has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Group Companyof the Subsidiaries, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Company-Owned Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the CompanySeller has not brought any action, there is no unauthorized use, unauthorized disclosure, infringement suit or misappropriation of any Company Intellectual Property or any Company Product by proceeding against any third party. No Group Company has brought any Legal Proceeding party for infringement or misappropriation of any Company Intellectual Property or Company ProductRights. To the knowledge of the CompanyThe Seller Products, and the operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturingmanufacture, reproductioncoding, marketing, licensinguse, sale, provision, offer for sale, importation, distribution, provision and/or use to sell and distribution of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any productSeller Products, device, process or service used in the Business as currently conducted, (A) has not infringedand is not infringing, misappropriating or violating and does will not infringe, misappropriate or violate when conducted in substantially the same manner by Buyer following the Closing, the Intellectual Property Rights of any Third-Party Intellectual Propertythird party, has not and does not violate any right of any person (including any right to privacy or publicity), or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, has not and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law Legal Requirements of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldjurisdiction. No Group Company claim or action has been sued in brought or asserted against Seller by, and Seller has not received notice or any Legal Proceeding other overt threats, including indemnification claims, from any third party (nor does Seller have knowledge of any reasonable basis therefor), (i) challenging the Intellectual Property Rights of Seller, (ii) inviting Seller to license such third party's Intellectual Property Rights, or received any written communications (including any third-party reports by usersiii) alleging claiming that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Seller Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the CompanyBusiness, as previously or currently conducted infringes or misappropriates the Intellectual Property Rights of any Third- Party third party, violates the rights of any third party (including any right to privacy or publicity), or constitutes unfair competition or trade practices under the Legal Requirements of any jurisdiction (nor does Seller have knowledge of any reasonable basis therefor). There are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Seller Intellectual Property Agreements set forth on Section 3.15(h) of the Seller Disclosure Schedule, that do or may: (x) restrict the rights of Seller to use, transfer, license or enforce any of its Intellectual Property Rights, (y) restrict the conduct of the business of, including any payments by or conditions on, Seller in order to accommodate a third party's Intellectual Property Rights, or (z) grant any third party any right with respect to any Seller Owned Intellectual Property, other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted in the ordinary course of business consistent with past practice.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Company-Owned Intellectual Property or any Company Product by any third party. No Group The Company or any Subsidiary has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any Subsidiary has any Liability for infringement or misappropriation of any Third-Party Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Company-Owned Intellectual Property and (ii) neither the Group Companies’ Company’s or any Subsidiary’s use of any product, device, process or service used in the Business as currently previously conducted, (A) currently conducted and as proposed to be conducted by the Company or any Subsidiary, has not infringednot, and does not infringeand will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which Company or any Group Company Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or soldsold and there is no basis for any such claims. No Group The Company or any Subsidiary has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Group Company Subsidiary has infringed, misappropriated, or violated or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Group CompanySubsidiary, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the validity, use or enforceability of any Company Intellectual Property. No Group The Company or any Subsidiary has not received any opinion of counsel that any Company Product or Company Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted conducted, or as currently proposed to be conducted, infringes or misappropriates any Third- Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge of EQ, E’s use of the CompanyEQ IP (but not to the extent infringement arises solely by reason of Quad/COF Technology or Applicable Commercial Improvements provided or made by E or on its behalf, there on which the Quad/COF Technology or Applicable Commercial Improvements were based) pursuant to this Agreement in the operation the Quad/COF Technology and any Applicable Commercial Improvements as it is no unauthorized usecontemplated to be conducted following the Effective Date, unauthorized disclosure, infringement or misappropriation including but not limited to the use of any Company Applicable Commercial Improvements to manufacture Wafers for use in the Licensed Products does not, and will not, infringe or misappropriate any Intellectual Property Rights of any Third Party, violate any right of any Third Party (including any right to privacy or publicity), or constitute unfair competition or trade practices under the laws of any jurisdiction. Without limiting the foregoing, EQ has not received notice from any Person claiming that such operation or any Company Product act, product, Intellectual Property Rights, Technology or service by EQ (including products, Intellectual Property Rights, Technology or services currently under development) infringes or misappropriates any third party. No Group Company has brought any Legal Proceeding for infringement or misappropriation Intellectual Property rights of any Company Intellectual Property Person, violates any right of any Person or Company Productconstitutes unfair competition or trade practices under the laws of any jurisdiction (nor does EQ have knowledge of any basis therefor). To the knowledge of the CompanyEQ, the operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of no Person is infringing or misappropriating any Company Product and/or Company EQ IP. Provided that if any person claims that any E IP infringes third party Intellectual Property Rights, E will indemnify and hold EQ harmless, on demand, against all proceedings, losses, liabilities, damages and costs (iiincluding legal costs) the Group Companies’ use of any productincurred to address, device, process defend or service used in the Business as currently conducted, (A) has not infringedresolve such claim, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach amounts paid in this regard will be excluded from calculations as to whether any terms of service, click-through agreement maximum liability amount has been reached notwithstanding this or any other agreement or rulesagreement. Additionally, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under EQ’s royalty payment obligations are reduced to the Applicable Law extent of any jurisdiction in which any Group Company conducts its business ongoing loss, liabilities, cost or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications damage suffered by EQ (including any third-party reports by userslicense fees paid or payable to the relevant third parties) alleging that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge for continued use of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party relevant Intellectual Property Rights.

Non-Infringement. To The Company Owned Intellectual Property, the knowledge Company Products and the operation of the Companybusiness of the Company as currently conducted and as currently proposed to be conducted, there is no unauthorized including the design, development, use, unauthorized disclosureimport, infringement export, licensing, marketing, sale or misappropriation other disposition of the Company Owned Intellectual Property and Company Products, do not, have not and will not, infringe or misappropriate the Intellectual Property rights of any Person or constitute unfair competition or trade practices under the Legal Requirement of any jurisdiction. Neither the Company nor any of its Subsidiaries has received any notice from any Person claiming that such operation or any Company Owned Intellectual Property or any Company Product by any third party. No Group Company has brought any Legal Proceeding for infringement infringes or misappropriation misappropriates the Intellectual Property rights of any Company Intellectual Property or Company Product. To the knowledge of the CompanyPerson, the operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringed, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute constitutes unfair competition or unfair trade practices under the Applicable Law Legal Requirement of any jurisdiction in which or violates the rights of any Group Company conducts its business or in which Company Products are manufacturedPerson (nor does there exist any basis therefor), marketed, distributed, licensed or sold. No Group Company and has been sued in any Legal Proceeding or not received any written communications (including offer for a license of Intellectual Property, implying that the operation of the Company or its Subsidiaries or any third-party reports by users) alleging that any Group Company has infringed, misappropriated, Product infringes or violated or, by conducting misappropriates the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property rights of a third party. Neither the Company nor any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company its Subsidiaries has received any opinion of counsel that any Company Owned Intellectual Property, Company Product or Company Intellectual Property or the operation of the business of the CompanyCompany or its Subsidiaries, as previously or currently conducted and as currently proposed by the Company or its Subsidiaries to be conducted, infringes or misappropriates any Third- Party Intellectual Property Rightsrights of any Person. The Company Owned Intellectual Property, the Company Products and the operation of the business of the Company or its Subsidiaries as currently conducted, including the standard use by the Company’s customers of the Company Products in accordance with the published documentation, are and were in compliance with, and have not, do not and will not cause or result in any such customer or user to be in violation of, any policies, guidelines, rights, terms of use or guidelines of Google Play, Apple’s App Store, of any third-party network with whom the Company or its Subsidiaries are engaged, or of any applicable Legal Requirements. No Person is engaging, or has engaged in the past, in any activity that infringes or misappropriates the Company Owned Intellectual Property or violates the rights of the Company therein, nor has it made any claim with respect to any such alleged infringement or misappropriation against any Person.

Non-Infringement. To the knowledge Fulfillment of the Companylaw: ITS holds full legal rights, powers of attorney and legal authority to enter into this Agreement and to take part in the transactions as they are planned to be carried out. Neither entering into this Agreement nor the delivery and performance thereof, nor carrying out such transactions could imply termination, cancellation or early enforcement of any right or obligation of ITS, nor do they imply any breach, contradiction or failure in fulfillment of the terms, conditions or provisions of the deed of incorporation or the by-laws of ITS, nor any provision of any document, mortgage, pledge, credit agreement, deed, law, order, ruling, decree, arbitration decision, regulation, rule or other legal restriction, which ITS is party to or whereby such company or any of its properties is or could be related to. ITS does not breach any applicable provision of any law, statute, rule, regulation, administrative interpretation, order, policy or decree of any court or governmental or administrative authority, which may be applicable to the company or any of its properties, and that are offences that do not have or may not be reasonably expected to have, either individually or as a whole, an adverse material effect. ITS has been granted all the permits, licenses, certificates of authorization, orders and approvals, and it has carried out all the actions and made all the applications and registrations to the relevant federal governmental or statutory, state, local or foreign bodies so that it may perform its business activity, except the permits, licenses, certificates of authority, orders, assessments, procedures, applications or registrations, the absence or non-performance of which could not reasonably be expected to result in a material adverse effect. Such permits, licenses, certificates of authorization, orders and approvals are fully valid and in force and, as far as ITS is aware, there is no unauthorized use, unauthorized disclosure, infringement risk of suspension or misappropriation cancellation of any Company Intellectual Property of them and all such reports and registrations are up to date in all the material aspects, except those, the absence or any Company Product non-performance of which could not reasonably be expected to result in a material adverse effect. There are no pending investigations regarding ITS by any third party. No Group Company government agency, as far as ITS is aware, that could be imminently brought and that, as far as ITS is aware, no government agency has brought stated its intention to carry out any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Companyinvestigation, the operation results of which could imply a material adverse effect on the Business as currently conductedbusiness, including (i) the designincome, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use liquidity or financial situation of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringed, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property RightsITS.

Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, dilution, tarnishment, violation or misappropriation (collectively, “Infringement” and cognate terms have cognate meanings) of any Company Company-Owned Intellectual Property or any Company Product by any third partyPerson. No Group Since January 1, 2015, neither the Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation Infringement of any Company Company-Owned Intellectual Property or Company ProductProperty. To the knowledge of the Company, the The operation of the Business as currently conductedBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or and provision, and other exploitation of any Company Product or Company-Owned Intellectual Property (individually or in combination) or use of any Company Product and/or Company or Company-Owned Intellectual Property (individually or in combination) and (ii) the Group CompaniesCompany’s and the Subsidiaries’ use of any product, device, process or service used in the Business Business, in each case (i) and (ii) as currently conductedconducted since January 1, 2015 by the Company or any Subsidiary, has not and does not (A) has not infringedInfringe (directly or indirectly, and does not infringe, misappropriate including via contribution or violate inducement) any Third-Party Intellectual Property, or (B) breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelinesguidelines applicable to use of such Third-Party Intellectual Property by the Company, and or (BC) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any Group Company Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Since January 1, 2015, neither the Company nor any Subsidiary has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Group Company Subsidiary has infringedInfringed, misappropriated, or violated is Infringing or, by conducting the Business as currently conductedBusiness, would infringe, misappropriate, or violate Infringe any Intellectual Property of any other Person or entityPerson. To the knowledge of the No Company, no Company -Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group the Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, that may affect the ownership, validity, use or enforceability of any Company Company-Owned Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.