Common use of Intellectual Property Clause in Contracts

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

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

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

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

Intellectual Property. The Company, the Bank Company and the its Subsidiaries own, own or are licensed have obtained valid and enforceable licenses for or otherwise possess rights to use free and clear of can acquire on reasonable terms all Liens all material patents, patent applications, copyrights, statutory invention rights, licensesinvention disclosures, design rights, inventions, copyrightsrights in technology and software, data, know-how (including trade secrets, applications secrets and other unpatented or and/or unpatentable proprietary or confidential information, systems or procedures), Internet domain names, trademarks, service marks marks, business names, trade names, trade dress and trade names any applications (including provisional applications), registrations, or renewals for any of the foregoing, and other intellectual property and all goodwill therein necessary to carry on the business now operated by them, which are described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by or licensed to the Company or its subsidiaries (collectively, the “Proprietary RightsIntellectual Property”) used ). To the Company’s knowledge, there are no rights of third parties to any Intellectual Property except for customary reversionary rights of third-party licensors with respect to Intellectual Property. To the Company’s knowledge, no third party has infringed, misappropriated, diluted or otherwise violated any Intellectual Property. To the Company’s knowledge and except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is infringing, misappropriating, diluting or necessary for the conduct otherwise violating, or has infringed, misappropriated, diluted or otherwise violated, any intellectual property rights of third parties. Each of the business Company and its subsidiaries is the sole owner of the Company, Intellectual Property owned by it and has the Bank valid and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as applicable. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with any Intellectual Property. All employees, consultants, agents and contractors engaged in the development of the Intellectual Property on behalf of the Company or any of its subsidiaries have executed appropriate invention assignment agreements whereby such employees, consultants, agents and contractors have presently assigned all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing right, title and interest in and to such Intellectual Property to the rights of any person Company or violating the terms of any licensing or other agreement to which the Companyrelevant subsidiary, the Bank or any Subsidiary is a party andas applicable, and to the Company’s knowledge, no person is infringing upon such agreement has been breached or violated. To the Company’s knowledge, no employee of the Company or any of the Proprietary Rightsits subsidiaries is in or has been in violation of any term of any employment contract, except patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the infringement basis of such violation relates to such employee’s employment with the Company or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiarysubsidiary. Except as Previously Discloseddisclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no charges, claims or litigation have been asserted pending or, to the Company’s knowledge, threatened against the Companyor notices of action, the Bank suit, proceeding or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or claim by others: (A) challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledgeor any of its subsidiaries’ rights in or to any Intellectual Property, no valid basis exists for and the assertion Company is unaware of any facts which would form a reasonable basis for any such chargeaction, claim suit, proceeding or litigationclaim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates, dilutes or otherwise violates, or would, upon the manufacturing or commercialization or marketing of any product or service described in the Registration Statement, the General Disclosure Package and the Prospectus as under development, infringe, misappropriate, dilute or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. All licenses The Company and other agreements each of its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the CompanyCompany or such subsidiary, the Bank or any Subsidiary is a party relating to Proprietary Rights and all such agreements are in full force and effect and constitute valid, binding and enforceable obligations of effect. Except as described in the CompanyRegistration Statement, the Bank General Disclosure Package and the Prospectus, no government funding, facilities or such Subsidiaryresources of a university, subject college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as be owned by the case may be, and there have not been and there currently are not any defaults (Company or any event thatof its subsidiaries that would confer any governmental agency or body, with notice university, college, other educational institution or lapse research center any claim or right of time, or both, would constitute a default) by the Company, the Bank or ownership to any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementsuch Intellectual Property.

Intellectual Property. The (i) Except as set forth in the SEC Reports, Parent and its Subsidiaries (excluding the Company and its Subsidiaries) exclusively own the KFC, PIZZA HUT and TACO XXXX Trademarks; the Company or its Subsidiaries exclusively owns the EAST DAWNING, LITTLE SHEEP and ATTO PRIMO Trademarks; and (ii) except as set forth in the SEC Reports or the Company Financial Statements and except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (A) Parent, Company or a Subsidiary exclusively owns all other material proprietary Intellectual Property used in the Bank and conduct of the Subsidiaries ownChina Division as currently conducted, or are licensed or otherwise possess rights to use in each case in China, free and clear of any Encumbrances; (B) the Company or its Subsidiaries own or are licensed to use, all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) Intellectual Property used in or necessary for the conduct of the business China Division as currently conducted; (C) all registered Intellectual Property that is owned by Parent, the Company or the Subsidiaries and used in the China Division as currently conducted is subsisting and unexpired, and to the Knowledge of the Company, the Bank valid and enforceable; and the use of such Intellectual Property by the Company or its Subsidiaries as now conducted and as proposed does not infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any Person; (D) to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any right of the Bank Company or any Subsidiary. The Company, of its Subsidiaries with respect to any Intellectual Property owned by and/or exclusively licensed to the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank Company or any Subsidiary of its Subsidiaries; (E) there is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of claim or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted proceeding pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right Knowledge of the Company, threatened (including cease-and-desist letters or invitations to take patent license) against the Bank Company or any Subsidiary to use, of its Subsidiaries challenging their respective use of Intellectual Property; (F) no Intellectual Property owned by the Company or the validity of, any of its Subsidiaries is being used by or enforced by the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank Company or any Subsidiary is of its Subsidiaries in a party relating manner that would reasonably be expected to Proprietary Rights are result in full force the abandonment, cancellation or unenforceability of such Intellectual Property; and effect (G) the Company or its Subsidiaries use commercially reasonable efforts to protect and constitute validmaintain the security, binding operation and enforceable obligations integrity of the Company, the Bank all material systems and Computer Software (and all data stored therein or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a defaultprocessed thereby) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the CompanyChina Division as currently conducted and there have been no material breaches, the Bank outages, violations or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating unauthorized access to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementsame.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Intellectual Property. The CompanyLancit or one of its Subsidiaries owns or has valid and enforceable rights with respect to all trademarks, trade names, service marks and copyrights (whether or not registered) and any registrations or applications for the registration of any thereof, all trade secrets, and all rights of similar or equivalent effect however or wherever arising (together, the Bank "Intellectual Property") which are necessary and sufficient in all material respects to conduct the Business as currently conducted or proposed to be conducted, and all such Intellectual Property which is not owned is licensed to Lancit or one of its Subsidiaries pursuant to license agreements listed in Item 2.14 of the Disclosure Schedule. Item 2.14 identifies all Intellectual Property owned by or licensed to Subsidiaries that are not wholly owned by Lancit. Neither Lancit nor any of the Subsidiaries ownnor, to the knowledge of Lancit, any other party is in breach of or default under any such license agreement and each such license or other agreement is valid and in full force and effect. Lancit and its Subsidiaries hold the Intellectual Property owned by them free of any Liens or contractual or other restrictions other than the rights of licensees pursuant to the license agreements set forth in Item 2.14 of the Disclosure Schedule. Except as set forth in Item 2.14 of the Disclosure Schedule, Lancit has not received any claims, and Lancit does not believe, that it or its Subsidiaries or its or their Intellectual Property has infringed, diluted or otherwise violated any third party's marks, copyrights, trade secrets, patents, right of publicity, right of privacy, moral rights, or are licensed other proprietary rights, libeled any third party, or engaged in false advertising or unfair competition. Except as set forth in Item 2.14 of the Disclosure Schedule, since January 1, 1996, neither Lancit nor any of its Subsidiaries has made any claims that a third party has infringed, diluted, or otherwise possess rights to violated any of its or their Intellectual Property or engaged in false advertising or unfair competition. No order, holding, decision or judgment has been rendered by any governmental authority, and except as set forth in Item 2.14 no agreement, consent or stipulation exists, which would limit Lancit's or its Subsidiaries' use free of any Intellectual Property or any advertising or promotional claim or campaign. Item 2.14 of the Disclosure Schedule contains a complete and clear accurate list of all Liens U.S. and foreign trademark and copyright registrations and applications for registration held or filed by Lancit or any of its Subsidiaries. All such registrations are in full force, are held of record in Lancit's or Lancit Copyright Corporation's name (either alone or jointly with Community Television of Southern California or KCET Music Publishing), and are not the subject of any cancellation proceeding, and all patentssuch applications are pending in Lancit's or Lancit Copyright Corporation's name alone or in Lancit's name together with Community Television of Southern California or KCET Music Publishing, patent rightsand are not the subject of any final refusal to register or any opposition proceeding. Registrations have been issued for, licensesor applications are pending to register, inventionsall trademarks and service marks in all jurisdictions where the failure to obtain such a registration could have a Material Adverse Effect or could result in a breach of Lancit's obligations under any material license or distribution agreement. Except as set forth in Item 2.14, copyrightseach individual who would be considered an author or co-author under U.S. copyright law of any episode of The Puzzle Place or Backyard Safari has either (1) made his or her contribution to that episode as a work for hire under U.S. copyright law for Lancit or, in the case of The Puzzle Place, for Lancit and Community Television of Southern California, or (2) executed a written assignment and transfer of his or her copyright interest in the episode to Lancit or, in the case of The Puzzle Place, to Lancit and Community Television of Southern California. To Lancit's knowledge, none of Lancit's or its Subsidiaries' trade secrets, know-how (including trade secrets, applications and or other unpatented confidential or unpatentable proprietary or confidential information, systems or procedures)the unauthorized use of which could reasonably be expected to have a Material Adverse Effect, trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed has been disclosed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement unless such disclosure was made pursuant to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiaryan appropriate confidentiality agreement. Except as Previously Disclosed, no charges, claims or litigation have been asserted orreflected in Item 2.14 of the Disclosure Schedule, to the Company’s Lancit's knowledge, threatened against its relationships with the Companyparties to the licenses identified in Item 2.14 of the Disclosure Schedule, the Bank loss or absence of which could reasonably be expected to have a Material Adverse Effect, are good and no such party has threatened to terminate or fail to renew any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any such license or agreement pertaining thereto or asserting the misuse thereof, and, relationship. Except for software which is "off-the-shelf," all software that is material to the Company’s knowledge, no valid basis exists for the assertion operations of any such charge, claim Lancit or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary its Subsidiaries is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementyear 2000 compliant.

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

Intellectual Property. The Company, the Bank Company and the its Subsidiaries collectively own, possess, license or are licensed or otherwise possess have other rights to use free all material foreign and clear of all Liens all domestic patents, patent rightsapplications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, copyrightstrade secrets, technology, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks rights and trade names (collectively, “Proprietary Rights”) used in or processes necessary for the conduct of the business of the Companytheir businesses, the Bank and the Subsidiaries taken as a whole, as now conducted and or as proposed in the SEC Reports to be conducted (collectively, the “Intellectual Property”). To the Company’s Knowledge, (i) there are no rights of third parties to any Intellectual Property, other than as Previously Disclosedlicensed by the Company; (ii) the Company’s or its Subsidiaries’ use of any such Intellectual Property in the conduct of its business as presently conducted does not infringe upon the rights of any third parties; (ii) there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action challenging the Company’s rights in or to or scope of any such Intellectual Property; (iv) there is no pending or threatened Action challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others. The Company is not aware of any facts required to be disclosed to the U.S. Patent and Trademark Office which have not been disclosed to the U.S. Patent and Trademark Office and which would preclude the grant of a patent in connection with any patent application of the Intellectual Property or could form the basis of a finding of invalidity with respect to any issued patents of the Intellectual Property. The Company and its Subsidiaries collectively have taken reasonable security measures to protect the secrecy, confidentiality and value of all of the Intellectual Property, except where the failure to own such Proprietary Rights do so would not not, individually or in the aggregate, have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries reasonably be expected to have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementMaterial Adverse Effect.

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

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

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

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

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

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

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

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

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

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

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

Intellectual Property. The CompanyEach of the Parent, the Bank Borrower, each other Loan Party and each other Subsidiary owns or has the Subsidiaries ownright to use, under valid license agreements or are licensed or otherwise possess rights to use free and clear of all Liens otherwise, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures)franchises, trademarks, trademark rights, service marks marks, service mark rights, trade names, trade name rights, trade secrets and trade names copyrights (collectively, “Proprietary RightsIntellectual Property”) used in or necessary for to the conduct of the business of the Company, the Bank and the Subsidiaries its businesses as now conducted and as proposed to be conducted as Previously Disclosedcontemplated by the Loan Documents, without known conflict with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright or other proprietary right of any other Person except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use such Intellectual Property without known conflict could not reasonably be expected to have a Material Adverse Effect. The Parent, the Borrower, each other Loan Party and each other Subsidiary have taken all Proprietary Rights used in or such steps as they deem reasonably necessary for the conduct of to protect their respective businesses without infringing rights under and with respect to such Intellectual Property. No claim which could reasonably be expected to have a Material Adverse Effect has been asserted by any Person with respect to the rights use of any person or violating such Intellectual Property by the terms of any licensing or other agreement to which the CompanyParent, the Bank Borrower, any other Loan Party or any Subsidiary is a party andother Subsidiary, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting such Intellectual Property. The use of such Intellectual Property by the misuse thereofParent, andthe Borrower, to its Subsidiaries and the Company’s knowledgeother Loan Parties, no valid basis exists for does not infringe on the assertion rights of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such SubsidiaryPerson, subject to bankruptcysuch claims and infringements as do not, insolvencyin the aggregate, fraudulent transfergive rise to any liabilities on the part of the Parent, reorganizationthe Borrower, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (other Loan Party or any event that, with notice or lapse of time, or both, would constitute other Subsidiary that could reasonably be expected to have a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementMaterial Adverse Effect.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Intellectual Property. The Company(a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Bank and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”i) used in or necessary for the conduct of the business of the Company, the Bank Company and the Subsidiaries as now currently conducted and as proposed to be conducted as Previously Disclosed, except where does not infringe upon or misappropriate the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the Intellectual Property rights of any person or violating third party, and no claim has been asserted to the terms of any licensing or other agreement to which the Company, the Bank Company or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for that the conduct of the business of the CompanyCompany and the Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any third party; (ii) with respect to each item of Intellectual Property that is owned by the Company or a Subsidiary ("OWNED INTELLECTUAL PROPERTY"), the Bank Company or any Subsidiarya Subsidiary is the owner of the entire right, except for defaultstitle and interest in and to such Owned Intellectual Property and is entitled to use such Owned Intellectual Property in the continued operation of its respective business; (iii) with respect to each item of Intellectual Property that is licensed to or otherwise held or used by the Company or a Subsidiary ("LICENSED INTELLECTUAL PROPERTY"), if anythe Company or a Subsidiary has the right to use such Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Licensed Intellectual Property; (iv) none of the Owned Intellectual Property has been adjudged invalid or unenforceable in whole or in part and, which would not have any material impact on to the knowledge of the Company, the Bank or any Subsidiary. The validity, continuation Owned Intellectual Property is valid and effectiveness of all licenses and other agreements relating enforceable; (v) to the Proprietary Rights knowledge of the Company, no person is engaging in any activity that infringes upon the Owned Intellectual Property; (vi) to the knowledge of the Company, each license of the Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (vii) to the current terms knowledge of the Company, no party to any license of the Licensed Intellectual Property is in breach thereof will not be affected by or default thereunder; (viii) the transactions contemplated by Company has taken all reasonable actions (including executing non-disclosure and intellectual property assignment agreements) to protect, preserve and maintain the Owned Intellectual Property; and (ix) neither the execution of this AgreementAgreement nor the consummation of any Transaction shall adversely affect any of the Company's rights with respect to the Owned Intellectual Property or the Licensed Intellectual Property.

Intellectual Property. (a) The CompanyCompany Disclosure Letter sets forth a true and complete list of (i) all United States and foreign patents, trademark, service xxxx and copyright registrations and applications therefor, and material trademarks, trade names, service marks and copyrights owned by the Bank Company and its Subsidiaries (the "Intellectual Property Rights") and (ii) all United States and foreign patents, trademarks, trade names, service marks and copyrights licensed to the Company or any of its Subsidiaries own(the "Licensed Rights"). The Company represents and warrants that, or except as set forth in the Company Disclosure Letter, (i) the Intellectual Property Rights are licensed or otherwise possess rights to use free and clear of any liens, claims or encumbrances, are not subject to any license (royalty bearing or royalty free) and are not subject to any other arrangement requiring any payment to any person or the obligation to grant rights to any person in exchange; (ii) to the knowledge of the Company, the Licensed Rights are free and clear of any liens, claims, encumbrances, royalties or other obligations; and (iii) the Intellectual Property Rights and the Licensed Rights are all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or those material rights necessary for to the conduct of the business of each of the Company, the Bank its Subsidiaries and the Subsidiaries Company's affiliates as now conducted presently conducted. Except as set forth in the Company Disclosure Letter, the validity of the Intellectual Property Rights and as proposed title thereto, (i) have not been questioned in any prior Litigation; (ii) are not being questioned in any pending Litigation; and (iii) to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on knowledge of the Company, are not the Bank subject(s) of any threatened or any Subsidiaryproposed Litigation. The Companybusiness of each of the Company and its Subsidiaries, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Companyas presently conducted, the Bank or any Subsidiary is a party does not conflict with and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right knowledge of the Company, has not been alleged to conflict with any patents, trademarks, trade names, service marks, copyrights or other intellectual property rights of others. The consummation of the Bank transactions contemplated hereby will not result in the loss or any Subsidiary to use, or the validity of, impairment of any of the Proprietary Intellectual Property Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for 's or its Subsidiaries' right to use any of the assertion of any such charge, claim or litigationLicensed Rights. All licenses and other agreements to which To the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations knowledge of the Company, there are no third parties using any of the Bank or such Subsidiary, subject Intellectual Property Rights material to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank Company or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementits Subsidiaries as presently conducted.

Intellectual Property. The CompanyExcept as would not, individually or in the aggregate, have a Material Adverse Effect, the Bank and the Subsidiaries own, Company owns or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have has the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any use, whether through ownership, licensing or other agreement to which the Companyotherwise, the Bank or any Subsidiary is a party and, all Intellectual Property significant to the Company’s knowledge, no person is infringing upon any businesses of the Proprietary Rights, except where Company in substantially the infringement of or lack of a right to use same manner as such Proprietary Rights would not have any material impact businesses are conducted on the Company, the Bank or any SubsidiaryAgreement Date (“Company Material Intellectual Property”). Except as Previously Disclosedset forth in Section 4.16 of the Company Disclosure Schedule as of the Agreement Date and except as would not, individually or in the aggregate, have a Material Adverse Effect: (A) no chargeswritten claim challenging the ownership, claims legality, use, validity or litigation have enforceability of any Company Material Intellectual Property has been asserted made by a third party and no such Company Material Intellectual Property is the subject of any pending or, to the Company’s knowledge, threatened against action, suit, claim, investigation, arbitration or other proceeding; (B) no person or entity has given notice to the CompanyCompany that the use of any Company Material Intellectual Property by the Company is infringing or has infringed any domestic or foreign patent, trademark, service xxxx, trade name, or copyright or design right, or that the Bank Company or any Subsidiary contesting licensee has misappropriated or improperly used or disclosed any trade secret, confidential information or know-how; (C) the right execution, delivery and performance of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) this Agreement by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights Company and the current terms thereof will not be affected by consummation of the transactions contemplated hereby will not breach, violate or conflict with any instrument or agreement concerning any Company Material Intellectual Property and will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Company Material Intellectual Property; (D) the Company has, and enforces, a policy requiring each employee to execute a confidential information and inventions assignment agreement, and each consultant and independent contractor to execute a confidential information agreement, and all current and former employees, consultants and independent contractors have executed at least one such agreement; (E) the Company has no knowledge of any third party interfering with, infringing upon, misappropriating, or using without authorization any the Company Material Intellectual Property, and has no knowledge that any employee or former employee of the Company has interfered with, infringed upon, misappropriated, used without authorization, or otherwise come into conflict with any Company Material Intellectual Property; (F) the Company has taken all reasonable action to maintain and protect each item of Company Material Intellectual Property; and (G) to its knowledge, the Company has the right to use all of the Company Material Intellectual Property in all jurisdictions in which the Company currently conducts business and (H) neither the operation of the businesses of the Company (as such businesses are conducted on the Agreement Date) nor the use of any Company Material Intellectual Property infringes on or violates (or in the past infringed or violated) any domestic or foreign patent, trademark, service xxxx, trade name, or copyright or design right or constitutes or misappropriation of (or in the past constituted a misappropriation of) any trade secret, confidential information or know-how; provided that the foregoing representation shall be qualified by this Agreementknowledge with respect to patents.

Intellectual Property. The (i) Schedule 5(z) sets forth a complete and correct list of all Intellectual Property that is owned by the Company, the Bank Parent and their Subsidiaries (the Subsidiaries own"Owned Intellectual Property"). To the knowledge of the Company, or are licensed or otherwise possess rights to use free the Owned Intellectual Property constitutes all Intellectual Property used by, and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of, the Company, the Parent and their Subsidiaries. The Owned Intellectual Property does not infringe the rights of any other Person in respect of any Intellectual Property, and none of the Owned Intellectual Property is being infringed in any material respect by any other Person. To the knowledge of the Company, neither the Company nor the Parent nor any of the Company's nor the Parent's employees or consultants nor any of the Subsidiaries or any of their employees or consultants has any agreements or arrangements with former employers of such employees or consultants relating to any Intellectual Property of such employers, which interfere or conflict with the performance of such employee's or consultant's duties for the Company, the Parent or such Subsidiary or results in any former employers of such employees and consultants having any rights in, or claims on, the Owned Intellectual Property. To the knowledge of the Company, the Bank activities of the Company's or the Parent's employees and consultants and the Subsidiaries as now conducted employees and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact consultants of each Subsidiary on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right behalf of the Company, the Bank Parent or such Subsidiary do not violate any Subsidiary to use, agreements or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of arrangements which any such charge, claim or litigationemployees have with former employers. All licenses Each current and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations former employee of the Company, the Bank Parent and their Subsidiaries, and each of the Company's, the Parent's and their Subsidiaries' consultants has executed an agreement regarding confidentiality and proprietary information and, to the knowledge of the Company, none of such employees and consultants are in violation of such agreements. Schedule 5(z) lists all Owned Intellectual Property which has been duly registered with, filed in or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principlesissued by, as the case may be, the United States Patent and there have not been Trademark Office and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license United States Copyright Office or other agreement affecting Proprietary Rights used filing offices, domestic or foreign, and identifies the office with which such filing was made. Each Owned Intellectual Property registration and filing listed in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation Schedule 5(z) is in full force and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementeffect.

Intellectual Property. The Company, (i) Set forth on Section 4K of the Bank Company Disclosure Letter is a true and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear accurate list of all Liens all patentsmaterial (A) issued patents and patent applications, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, B) trademark and service xxxx registrations and applications for registration thereof and other unpatented or unpatentable proprietary or confidential information, systems or procedures), material unregistered trademarks, service marks (C) registrations of and trade names applications for copyrights and mask works, and (collectivelyD) internet domain name registrations and applications therefor, “Proprietary Rights”) used in each case that are owned by the Company or necessary for the conduct any of its Subsidiaries. Each such item of Company Intellectual Property and each pending patent application has been duly maintained or prosecuted, as applicable, and has not been cancelled, expired or abandoned. Section 4K of the business Company Disclosure Letter also sets forth (1) each material license in effect as of the Companydate of this Agreement of Company Intellectual Property to a third party, (2) each material third party license of Intellectual Property Rights to the Bank Company or its Subsidiaries, excluding licenses of commercially available off the shelf software, and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have (3) any material impact on the Companyjoint development agreement for next generation fire products (each, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary“License Agreement”). Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right set forth on Section 4K of the CompanyCompany Disclosure Letter, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary (x) each License Agreement is a party relating to Proprietary Rights are in full force and effect and constitute validis valid and legally binding on the Company or a Subsidiary that is a party thereto, binding and enforceable obligations (y) neither the Company nor any Subsidiary is in material default or breach of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beLicense Agreement, and there have not been and there currently are not any defaults (or any no event that, has occurred that with notice or lapse of time, or both, time would constitute a defaultmaterial default or breach or permit termination, or any material modification, or acceleration of material rights thereunder; and (z) by neither the CompanyCompany nor any Subsidiary has granted any sublicense with respect to such License Agreement except in the ordinary course of business and as permitted under the applicable License Agreement. Except as set forth on Section 4K of the Company Disclosure Letter, the Bank Company or any Subsidiary under any license one of its Subsidiaries owns and possesses good title to all Company Intellectual Property, free of Liens (other than Permitted Encumbrances). The Company and its Subsidiaries own or other agreement affecting Proprietary have a valid right to use all material Intellectual Property Rights used in or necessary for the conduct their businesses as presently conducted. Except as set forth on Section 4K of the business Company Disclosure Letter, no claims are pending or, to the knowledge of the Company, threatened against the Bank Company or any Subsidiaryof its Subsidiaries with respect to the ownership, use, enforceability or validity of any Company Intellectual Property and neither the Company nor any of its Subsidiaries has brought any claim for infringement or misappropriation of Company Intellectual Property against any third party. Each item of (i) Company Intellectual Property, and (ii) Intellectual Property Rights owned by third parties which are the subject of a License Agreement will be owned or available for use by the Company and the Subsidiaries on substantially the same terms and conditions immediately subsequent to the Closing as immediately prior to the Closing, except in the case of Intellectual Property Rights which are the subject of a License Agreement, where the failure to be owned or available for defaults, if any, which use would not result in a Company Material Adverse Effect. Except as set forth on Section 4K of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries have any material impact on been sued or charged as a defendant in, or to the knowledge of the Company, the Bank threatened in writing with any claim, suit, action, or proceeding which involves a claim of infringement, misappropriation or dilution of any Subsidiary. The validity, continuation Intellectual Property Rights of any third party or conflicting ownership rights of any Company Intellectual Property and effectiveness of all licenses and other agreements relating which has not been finally terminated prior to the Proprietary date hereof which if determined adversely to the Company and its Subsidiaries would result in a Company Material Adverse Effect. Except as would not result in a Company Material Adverse Effect, all Company Intellectual Property and Intellectual Property Rights and owned by third parties which are the current terms thereof will subject of a License Agreement which derive independent economic value, actual or potential, from not be affected being generally known to the public have been maintained by the transactions contemplated by this AgreementCompany and its Subsidiaries in confidence in accordance with protection procedures that the Company believes are adequate for protection.

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

Intellectual Property. The Company, the Bank Company and the Subsidiaries own, its subsidiaries own or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licensestitle, inventions, copyrights, know-how and interest in all (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures)i) patents, trademarks, service marks marks, trade names, Internet domain names, copyrights and trade secret rights, including registrations and applications for registration thereof and goodwill associated therewith (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Proprietary Intellectual Property Assets” and, together with Intellectual Property Rights, “Intellectual Property”) used necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted as described in the General Disclosure Package and the Prospectus, or necessary for to the development, manufacture, marketing, operation and sale of any products and services sold or proposed to be sold by the Company or its subsidiaries, except in each case as would not, singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Intellectual Property owned by or licensed to the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable in whole or in part. To the Company’s Knowledge, the patents included in the Intellectual Property owned by the Company are subsisting and have not lapsed and the patent applications in the Intellectual Property owned by the Company are subsisting and have not been abandoned. The conduct of the business of the Company, the Bank Company and the Subsidiaries its subsidiaries’ respective businesses as now currently conducted and as proposed to be conducted (including as Previously Discloseddescribed in the General Disclosure Package and the Prospectus) has not, does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property of others. The Company and its subsidiaries have not received any opinion or written advice from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property of any other person, and have not received written notice of any challenge, which is to their Knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property owned or used by the Company or its subsidiaries, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. To the Company’s Knowledge, there are no third parties who have rights to any Intellectual Property described in the Registration Statement, General Disclosure Package and the Prospectus as being owned by or exclusively licensed to the Company or its subsidiaries, including no liens, security interests, or other encumbrances, except where for customary reversionary rights of third party licensors with respect to Intellectual Property that is disclosed as exclusively licensed to the failure Company or its subsidiaries. To the Company’s Knowledge, there is no infringement by third parties of any Intellectual Property described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by or licensed to own the Company or its subsidiaries. All licenses for the use of the Intellectual Property described in the General Disclosure Package and the Prospectus are, to the Company’s Knowledge, valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company and its subsidiaries have complied in all material respects with, and, to their Knowledge, are not in breach, nor has the Company or its subsidiaries received any asserted or threatened claim of breach, of any agreement in which Intellectual Property has been licensed or otherwise made available to the Company or its subsidiaries, and the Company and its subsidiaries have no Knowledge of any breach or anticipated breach by any other person to any agreement in which Intellectual Property has been licensed or otherwise made available to the Company or its subsidiaries. Except as described in the General Disclosure Package and the Prospectus, there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others made against the Company or its subsidiaries (i) alleging that the Company or its subsidiaries infringes, misappropriates, or otherwise violates or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package, or the Prospectus as under development, infringe, misappropriate, or otherwise violate any patent, trademark, service mark, trade name, copyright, trade secret, license in or other Intellectual Property or franchise right of any person; or (ii) challenging the validity, enforceability, or scope of any Intellectual Property owned or exclusively licensed by the Company or its subsidiaries, including no interferences, oppositions, reexaminations, or government proceedings, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such Proprietary action, suit, proceeding, or claim. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard its Intellectual Property. To the Company’s Knowledge, there are no material defects in any of the patents, patent applications or trademark registration included in the Intellectual Property Rights would disclosed in the Registration Statement, General Disclosure Package and the Prospectus as being owned by the Company. To the Company’s Knowledge, there is no patent or published patent application, in the U.S. or other jurisdiction, which, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that dominate or may dominate any of the Intellectual Property described in the Preliminary Prospectus and Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any such Intellectual Property. The consummation of the transactions contemplated by this Agreement will not, to the Company’s Knowledge, result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property as owned, used or held for use in the conduct of the business as currently conducted. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s Knowledge, the Company and its subsidiaries are not have obligated or under any liability whatsoever to make any material impact on payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the Company, the Bank use thereof or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for connection with the conduct of their respective businesses without infringing as described in the rights General Disclosure Package and the Prospectus. With respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any person transactions other than defects which have been corrected, and to the Company’s Knowledge, no such software contains any device or violating feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any licensing “open source” or other agreement similar license that provides for the source code of the software to which be publicly distributed or dedicated to the Companypublic. The Company and its subsidiaries have taken reasonable steps to obtain executed nondisclosure, the Bank or any Subsidiary is a party andconfidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the Company’s knowledgeKnowledge, no person is infringing upon any employee of the Proprietary RightsCompany or its subsidiaries is in or has been in violation of any term of any employment contract, except patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the infringement basis of such violation relates to such employee’s employment with the Company or lack of its subsidiaries and would reasonably be expected to have a right to use such Proprietary Rights would not have any material impact adverse effect on the Company and its subsidiaries, taken as a whole. To the Company’s Knowledge, the Bank duty of candor and good faith as required by the U.S. Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property Rights owned by the Company or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation its subsidiaries have been asserted orcomplied with; and in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have taken reasonable actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company or its subsidiaries and which relate to the Company’s knowledge, threatened against business as then conducted. All founders and key employees as described in the Company, General Disclosure Package and the Bank Prospectus have signed confidentiality and invention assignment agreements with the Company or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to its subsidiaries. The Company and its subsidiaries use, or the validity ofand have used, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, commercially reasonable efforts to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses appropriately maintain all information and other agreements Intellectual Property intended to which the Company, the Bank or any Subsidiary is be maintained as a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementtrade secret.

Intellectual Property. (a) The CompanyCompany and its Subsidiaries own or have the right to use, the Bank and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens liens, claims and restrictions, all patents, patent rightsapplications, trademarks, trade names, services marks, and copyrights; all applications for and registrations of the foregoing; all licenses, trade secrets including know-how, inventions, copyrightsdesigns, know-how processes, clinical studies, formulae, methods, schematics, works of authorship, computer programs and technical data and information and rights with respect to the foregoing; and all clinical studies, drug approval or evaluation applications to the FDA or any other domestic or foreign regulatory authority (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures"APPLICATIONS"), trademarksdesigns, service marks drawings, specifications, documentation, flow charts and trade names diagrams incorporating, embodying or reflecting any product of the Company or any of its Subsidiaries at any stage of its development (collectivelya "COMPANY PRODUCT"), “Proprietary Rights”) which are used in or necessary for the conduct of the business of the Company, the Bank Company and the its Subsidiaries as now conducted and and, except as proposed set forth in Section 3.10(a) of the Company Disclosure Schedule, as planned to be conducted (as Previously Disclosedset forth in the Company's Annual Report on Form 10-K for the year ended December 31, except where 1996) (all of which are referred to as the failure "COMPANY INTELLECTUAL PROPERTY RIGHTS"), without infringing upon or otherwise acting adversely to own such Proprietary Rights would the right or claimed right of any person, corporation or other entity under or with respect to any of the foregoing. To the knowledge of the Company and its Subsidiaries without having conducted any special infringement or patent search or other investigation, the Company's and its Subsidiaries' products and processes do not infringe any patent not licensed to the Company and its Subsidiaries held by any person, corporation or other entity. The Company and its Subsidiaries are not aware of any facts or information likely to have any material impact an adverse affect on the Company, validity or enforceability of patents licensed by the Bank Company and its Subsidiaries. The Company and its Subsidiaries have not received any communication alleging that the Company or any Subsidiaryof its Subsidiaries have violated any of the patents, trademarks, services marks, trade names, copyrights, works of authorship, trade secrets or other proprietary rights and processes of any other person or entity. To the knowledge of the Company and its Subsidiaries, there are, and have been, no infringements by any third party of any of the Company Intellectual Property Rights. The CompanyCompany and its Subsidiaries are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service xxxx, trade name, work of authorship, copyright or other intangible asset, with respect to the Bank and the Subsidiaries have the right to use all Proprietary Rights used thereof or in or necessary for connection with the conduct of their respective businesses without infringing the rights of any person its business or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementotherwise.

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

Intellectual Property. The CompanyCompany and its Subsidiaries have (i) all right, title and interest in and to all material Intellectual Property owned by the Bank and Company or any of its Subsidiaries (the Subsidiaries own“Company Intellectual Property”), or are licensed or otherwise possess rights to use free and clear of all Liens Encumbrances, other than Permitted Encumbrances and (ii) all patentsnecessary proprietary rights in and to all material Intellectual Property licensed, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented used or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary held for use by the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank Company or any Subsidiary. The Company, the Bank and the of its Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing (“Company Licensed Intellectual Property”), free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in Section 4.15 of the Company Disclosure Letter, there are no outstanding Orders relating to the Company Intellectual Property. Since January 1, 2014, neither the Company nor any of its Subsidiaries has received any written communication alleging that it has infringed or, by conducting its business as proposed, would infringe the Intellectual Property rights of any person third person. Neither the execution and delivery of this Agreement nor the consummation of the Transactions will alter, impair or violating require the terms consent of any licensing other person in respect of any Company Intellectual Property or other agreement to which the Company, the Bank or any Subsidiary is a party and, to Company Licensed Intellectual Property. To the Company’s knowledge, there has been and there is no person is infringing upon any unauthorized use, infringement or misappropriation of the Proprietary RightsCompany Intellectual Property or Company Licensed Intellectual Property by any third party. All of the rights within the Company Intellectual Property and Company Licensed Intellectual Property are valid, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Companyenforceable and subsisting, the Bank or any Subsidiary. Except as Previously Disclosed, and there is no charges, claims or litigation have been asserted Action that is pending or, to the Company’s knowledge, threatened against that challenges the Company, rights of the Bank Company or any Subsidiary contesting of its Subsidiaries in respect of any Company Intellectual Property or Company Licensed Intellectual Property or the right validity, enforceability or effectiveness thereof which in either case would reasonably be expected to have a Material Adverse Effect. No person has any option with respect to Company Intellectual Property. The Company Intellectual Property and the Company Licensed Intellectual Property constitute all Intellectual Property necessary for the operation of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditorsits Subsidiaries’ rights and to general equity principles, respective businesses as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementconducted.

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

Intellectual Property. The Company, the Bank Company and the its Subsidiaries ownown all rights in, or are licensed possess adequate licenses or otherwise possess other valid rights to use free and clear of use, all Liens all patents, patent rights, licenses, inventions, copyrights, know-how Intellectual Property (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”as hereinafter defined) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing in the manner in which they are presently being conducted, except for such lack of or defects in ownership or possession as is not, individually or in the aggregate, reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has received any written notice that its rights in its Intellectual Property have been declared unenforceable or otherwise invalid by any court or Governmental Entity other than notices relating to Intellectual Property whose loss would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole. There is no existing infringement, misuse, or misappropriation of any Intellectual Property by others that is, individually or in the aggregate, reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has received any written notice alleging that the operation of its business or that of any of its Subsidiaries infringes in any material respect upon the rights of others in any person Intellectual Property other than allegations that are not, individually or violating in the terms of any licensing or other agreement aggregate, reasonably likely to which the Company, the Bank or any Subsidiary is have a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact adverse effect on the CompanyCompany and its Subsidiaries taken as a whole. For purposes of this Agreement, "Intellectual Property" shall mean: trademarks, service marks, brand names, certification marks, trade dress, assumed names, trade names and other indications of origin, good will associated with the Bank foregoing and registrations in any extension, modification or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion renewal of any such chargeregistration or application; inventions, claim discoveries and ideas, whether patentable or litigation. All licenses not in any jurisdiction; patents, applications for patents (including but not limited to divisions, continuations, continuations in part and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may berenewal applications), and there have not been any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and there currently are not confidential information and rights in any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by jurisdiction to limit the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreement.use or

Intellectual Property. The Except as set forth in Section 4.16 of the Company Disclosure Letter, as of the date of this Agreement, none of the Company, Company LP or any Company Subsidiary: (i) owns any material registered trademarks, service marks, Internet domain names, patents or copyrights, (ii) has any pending applications, registrations or recordings for any trademarks, service marks, Internet domain names, patents or copyrights that are material to the Bank operation of the Company, Company LP or any Company Subsidiary, as applicable, or (iii) is a party to any licenses, contracts or agreements with respect to use by the Company, Company LP or any Company Subsidiary of any material trademarks, service marks, Internet domain names, patents or copyrights (other than any license of commercially available software in the ordinary course of business). To the Knowledge of the Company, no Intellectual Property used by the Company, Company LP or any of the Company Subsidiaries infringes or is alleged to infringe any Intellectual Property rights of any third party. No claims are pending, or to the Knowledge of the Company, threatened, contesting the validity, enforceability, ownership or use of any material Intellectual Property owned by the Company or alleging that the Company, Company LP or any of the Company Subsidiaries infringes or otherwise violates any Intellectual Property Rights of any third Person in any material respect. To the Knowledge of the Company, no Person is misappropriating, infringing or otherwise violating any Intellectual Property of the Company, Company LP or any Company Subsidiary. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Company, Company LP and the Company Subsidiaries ownown the entire right, title and interest in and to, or are licensed to use, or otherwise possess valid rights to use free and clear of use, all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or Intellectual Property necessary for the to conduct of the business of the Company, the Bank Company LP and the Company Subsidiaries as now conducted and it is currently conducted. Except as proposed would not, individually or in the aggregate, reasonably be expected to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party andCompany Material Adverse Effect, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right Knowledge of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations none of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (Company LP or any event that, with notice or lapse of timeCompany Subsidiary has experienced any interruption to, or bothany breach of the security of, would constitute a default) by the Companyits information technology systems, the Bank or any Subsidiary under any license personal or other agreement affecting Proprietary Rights used sensitive information in its possession or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementunder its control.

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

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

Intellectual Property. The Company, the Bank and the Subsidiaries ownBorrowers have, or are licensed or otherwise possess have rights to use free and clear of all Liens use, all patents, patent rightsapplications, licensestrademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, know-how (including trade secrets, applications licenses and other unpatented intellectual property rights and similar rights necessary or unpatentable material for use in connection with their respective businesses as described in the SEC Reports and which the failure to so has, or could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of the Borrowers have received a notice (written or otherwise) that any of the Intellectual Property Rights used by any Borrower violates or infringes upon the rights of any Person, nor do they have any reason to believe there is a basis for any such claim. All such Intellectual Property Rights are enforceable, and to the knowledge of each Borrower there is no existing infringement by another Person of any of the Intellectual Property Rights. Borrowers do not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by Borrowers, except for inventions, trade secrets or confidential informationproprietary information that have been rightfully assigned to Borrowers. Except as disclosed in the SEC Reports, systems there are no outstanding options, licenses or procedures)agreements of any kind relating to the Intellectual Property Rights, nor are the Borrowers bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks marks, trade names, copyrights, trade secrets, licenses, information and trade names (collectivelyother proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” or standard products. The Borrowers have taken reasonable security measures to protect the secrecy, “Proprietary Rights”) used in or necessary for the conduct confidentiality and value of the business all of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosedtheir intellectual properties, except where the failure to own such Proprietary Rights would do so does not or could not, individually or in the aggregate, reasonably be expected to have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementMaterial Adverse Effect.

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

Intellectual Property. The CompanySection 3.17 of the Company Disclosure Schedule sets forth, but only to the Bank extent material to the Company and its Subsidiaries taken as a whole, all issued or pending patents, registered or pending trademarks, trade names, service marks, registered copyrights and internet domain names owned or applied for by the Subsidiaries ownCompany or any of its Subsidiaries. Except as would not have a Company Material Adverse Effect: (i) except as set forth in Section 3.17 of the Company Disclosure Letter either the Company or a Subsidiary of the Company has the exclusive right, or are licensed or otherwise possess rights to use title and interest free and clear of any Liens to all Liens all patentsmaterial trademarks, patent rightstrade names, licensesservice marks, inventionsservice names, mxxx registrations, logos, assumed names, registered and unregistered copyrights, know-how (including trade secrets, patents or applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names registrations (collectively, the “Proprietary RightsIntellectual Property”) used in owned or necessary for claimed to be owned by the conduct of Company or its Subsidiaries (the business “Company Intellectual Property”), and has rights under valid and enforceable license agreements to use Intellectual Property licensed from third parties (“Licensed Intellectual Property”), and (ii) to the Knowledge of the Company, the Bank operation of the Company’s and its Subsidiaries’ businesses as currently conducted do not infringe, constitute an unauthorized use of or misappropriate any Intellectual Property of any third Person. To the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on Knowledge of the Company, the Bank Company Intellectual Property is valid and enforceable. Except as set forth in Section 3.17 of the Company Disclosure Letter, (i) in the last two years there have been no written claims or any Subsidiary. The Companylegal proceedings or, to the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct Knowledge of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, threatened claims by any person alleging infringement by the Bank Company or any Subsidiary is of its Subsidiaries with respect to any Company Intellectual Property or Licensed Intellectual Property; (ii) in the last two years neither the Company nor any of its Subsidiaries has made any written claim to a party and, third Person asserting a violation or infringement by any third Person of its rights to or in connection with the Company Intellectual Property or the Licensed Intellectual Property; (iii) to the Knowledge of the Company’s knowledge, no person is infringing upon any material Company Intellectual Property; and (iv) none of the Proprietary Rights, except where Company or its Subsidiaries is a party to any existing written agreement pursuant to which the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank Company or any Subsidiary contesting has licensed to any unaffiliated third Person the right use of any trademark listed on Schedule 3.17 of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Company Disclosure Agreement.

Intellectual Property. (a) Section 4.15(a) of the Disclosure Schedule sets forth (i) all trade name registrations, trademark registrations, service xxxx registrations, patents and copyright registrations (and any pending applications for any of the foregoing) that are owned by the Company or any of the Company Subsidiaries, and (ii) all Intellectual Property that is licensed to the Company or any of the Company Subsidiaries by third parties and material to their business. None of the Company or the Company Subsidiaries has received any written notice that the rights of the Company or the Company Subsidiaries in their Intellectual Property have been declared unenforceable or otherwise invalid by any court or Governmental Entity. The Company and the Company Subsidiaries have taken commercially reasonable steps to maintain and protect the rights of the Company and the Company Subsidiaries in and to each item of their Intellectual Property, it being understood that the Company has not registered Intellectual Property which it may have a legal right to register. To the knowledge of the Stockholder and the Company, there are no rights of any Person that would interfere with or prevent the Bank use by the Company of any of the rights of the Company and the Company Subsidiaries ownin and to any Intellectual Property that is material to their business. To the Stockholder's and the Company's knowledge, there is no existing third party infringement, misuse, or misappropriation of the Intellectual Property of the Company or any of the Company Subsidiaries. With respect to any agreements by which the Company or the Company Subsidiaries are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have are granted the right to use all Proprietary Rights used in or necessary for any item of third party Intellectual Property that is material to the conduct of their respective businesses without infringing of the rights of any person or violating Company and the terms of any licensing or other agreement to which Company Subsidiaries (the Company"IP Licenses"), the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any consummation of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this AgreementAgreement shall not cause a breach of such agreements or cause the licensor under such agreements to be able to terminate such agreements.

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

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

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

Intellectual Property. The CompanyExcept as has not had and would not reasonably be expected to have, individually or in the Bank and aggregate, a Company Material Adverse Effect: (a) either the Subsidiaries ownCompany or a Company Subsidiary owns, or are is licensed or otherwise possess possesses legally enforceable rights to use use, all Intellectual Property used in their respective businesses as currently conducted; (b) the Company and/or a Company Subsidiary has good, valid and properly recorded, as applicable, title to all Intellectual Property owned by the Company or the Company Subsidiaries, free and clear of all Liens all patentsLiens, patent rightsother than Company Permitted Liens, licensesand the Company and/or a Company Subsidiary is or are the sole and exclusive owner or owners thereof; (c) there are no pending or, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for to the conduct knowledge of the business Company, threatened claims against the Company or the Company Subsidiaries by any Person alleging infringement, misappropriation or other violation by the Company or the Company Subsidiaries of such Person’s Intellectual Property, or challenging the scope, validity, ownership or enforceability of any Intellectual Property owned by or, to the knowledge of the Company, to which exclusive rights are granted to the Company or the Company Subsidiaries; (d) to the knowledge of the Company, the Bank conduct of the businesses of the Company and the Company Subsidiaries as now conducted and as proposed to be conducted as Previously Discloseddoes not infringe, except where the failure to own such Proprietary Rights would not have misappropriate or otherwise violate any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights Intellectual Property of any person Person; and (e) neither the Company nor any Company Subsidiary has made or violating the terms of threatened any licensing or other agreement to which the Companyclaim of, the Bank or any Subsidiary is a party and, and to the Company’s knowledgeknowledge there is no, no person is infringing upon any misappropriation, violation or infringement by others of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting Company Subsidiary’s rights to or in connection with any Intellectual Property used in their respective businesses. The Company and the right Company Subsidiaries take reasonable measures to protect the confidentiality of material trade secrets and other material confidential information, and to the knowledge of the Company, there has been no disclosure of any such trade secrets or confidential information of the Bank Company or any Subsidiary to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of Company Subsidiaries to any license or agreement pertaining thereto or asserting the misuse thereofPerson, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiaryeach case, except for defaults, if any, which as has not had or would not have any material impact on reasonably be expected to have, individually or in the Companyaggregate, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementa Company Material Adverse Effect.

Intellectual Property. (a) The CompanyContributed Companies and, insofar as it relates to the Group Business, the Bank and the Subsidiaries Contributing Companies own, or have the right to use, sell or license such Intellectual Property Rights as are licensed necessary or otherwise possess required for the Conduct of the Group Business (such Intellectual Property Rights being hereinafter collectively referred to as the "SEAGATE IP A-26 28 RIGHTS") and such ownership or rights to use use, sell or license are reasonably sufficient for the Conduct of the Group Business, except for any failure to own or have the right to use, sell or license that would not have a Material Adverse Effect on the Group Business. (b) All Seagate IP Rights are owned free and clear of all Liens all patentsany Encumbrances (other than Group Permitted Encumbrances). (c) The execution, patent rights, licenses, inventions, copyrights, know-how delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any material instrument or material agreement in respect of any Seagate IP Rights licensed by or to any Contributing Company or Contributed Company (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or proceduresthe "SEAGATE IP RIGHTS AGREEMENTS"), trademarkswill not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Seagate IP Right or materially impair the right of Newco to use, service marks and trade names sell or license any Seagate IP Right or portion thereof (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights breach, forfeiture, termination or impairment would not have any material impact a Material Adverse Effect on the CompanyGroup Business). (d) There are no royalties, honoraria, fees or other payments payable by any member of the Bank Contributed Company Group or any SubsidiaryContributing Company to any person by reason of the ownership, use, license, purchase, sale or disposition or acquisition of any of the Seagate IP Rights in an amount exceeding $100,000 in any one year. The Company(e) To Seagate's Knowledge, no third party is infringing or misappropriating any of the Bank and Seagate IP Rights. (f) To Seagate's Knowledge, (i) neither the Subsidiaries have manufacture, marketing, license, sale or intended use of any Group Product violates any license or agreement relating thereto or infringes any Intellectual Property Right of any other party, (ii) there is no pending or threatened claim or litigation contesting the validity, ownership or right to use all Proprietary Rights used in use, sell, license or necessary for dispose of any Seagate IP Right, and (iii) no third party has notified the conduct of their respective businesses without infringing Contributing Companies or the Contributed Company Group that any Seagate IP Right, or the proposed use, sale, license or disposition thereof, conflicts or will conflict with the rights of any person or violating the terms of other party, nor is there any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rightsbasis therefor, except where the infringement of or lack of a right to use such Proprietary Rights would not have for any material impact on the Companyviolations, the Bank or any Subsidiary. Except as Previously Disclosed, no chargesinfringements, claims or litigation that would not have been asserted ora Material Adverse Effect on the Group Business. (g) The Contributing Companies and the Contributed Company Group have taken reasonable and practicable steps designed to safeguard and maintain the secrecy and confidentiality of, to the Company’s knowledgeand its proprietary rights in, threatened against the Companyall material trade secrets or other confidential information constituting Seagate IP Rights. To Seagate's Knowledge, the Bank no current or any Subsidiary contesting the right prior officers, employees or consultants of the Company, Contributing Companies or the Bank or Contributed Company Group claim an ownership interest in any Subsidiary to useSeagate IP Rights as a result of having been involved in the development of such property while so employed, or the validity ofretained, any or otherwise. To Seagate's Knowledge, all development employees of the Proprietary Seagate IP Rights, and all other officers, employees and consultants of the Contributed Company Group have executed and delivered an agreement regarding the protection of proprietary information and the assignment to his/her employer or principal of the Seagate IP Rights arising from the services performed by such persons, except where this absence of such agreement would not have a Material Adverse Effect on the Group Business. (h) Section 2.15(h) of the SSI Disclosure Letter sets forth and summarizes each of the Seagate IP Rights as of October 5, 1998 the absence of which would have a Material Adverse Effect on the Group Business that a third party owns and that SSI or challenging the Contributed Business Group uses pursuant to a license, sublicense, agreement or questioning other A-27 29 permission, and describes and identifies such license, sublicense, agreement or other permission (excluding shrink wrap licenses to commercially available software sold at retail). Such license, sublicense, agreement or permission covering the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereofitem is legal, andvalid, to the Company’s knowledgebinding, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses enforceable and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute will continue to be legal, valid, binding binding, enforceable and enforceable obligations of in full force and effect on identical terms to Newco's benefit immediately following the CompanyEffective Time, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may beexcept where it would not have a Material Adverse Effect on Newco, and there such license, sublicense, agreement or permission does not restrict the ability to market any material Group Product in any material jurisdiction or with respect to any material market or industry, and neither SSI nor the Contributed Company Group is in breach or default of any such license, sublicense, agreement or permission in a manner which would have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by Material Adverse Effect on the Company, Group Business. No person other than the Bank or any Subsidiary under Contributing Companies holds any license or other agreement affecting Proprietary Rights used in right to manufacture, modify, or necessary for the conduct create derivative works of any of the business of the CompanyGroup Products, the Bank or any Subsidiary, except for defaults, if any, which other than OEM agreements that would not have any material impact a Material Adverse Effect on the CompanyGroup Business. No person (other than Newco) will be or become entitled to receive a copy of source code of any software included among the Group Assets as a result of this Agreement, the Bank any Ancillary Agreement or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions agreement or transaction contemplated by this Agreement.. To Seagate's Knowledge, no person holds or has been granted access to any copy of source code of any software included among the Group Assets unless such person has agreed in writing (i) to hold such source code in confidence and take reasonable steps to preserve the secrecy of such source code, and (ii) not to use such source code for any purpose except (A) to support such person's internal use of such source code or (B) to modify such source code solely for the purpose of internally using such modifications. None of SSI or the Contributed Companies have knowingly taken or knowingly failed to take any action that, directly or indirectly, has caused any Intellectual Property Rights in source code of material Group Products to enter the public domain, such as would have a Material Adverse Effect on the Group Business. 2.16

Intellectual Property. The Company(a) Section 4.18(a) of the Company Disclosure Letter sets forth a true and complete list of: (i) all registered trademarks, service marks, trade names and domain names and pending applications to register any trademarks, service marks or trade names; (ii) patents and pending patent applications; (iii) registered copyrights and pending applications to register copyrights, in each case owned by the Bank and Company or any of its Subsidiaries on the date hereof (all of the foregoing being collectively referred to as the “Company Registered IP”); (iv) all written agreements pursuant to which Company or one of its Subsidiaries own, or are is licensed or otherwise possess rights permitted to use any patent, copyright, trademark, service xxxx, trade name, domain name or trade secret owned by a third party and material to, or used in any material respect in, the business or operations of the Company or any of its Subsidiaries; and (v) except for software licensed pursuant to a “shrink wrap” or “click wrap” agreement or pursuant to a commercially available license agreement with annual license fees less than $10,000, all material software included in the products of Company or one of its Subsidiaries or otherwise used in the business operations of the Company or any of its Subsidiaries, in each case indicating whether the software is owned by the Company or one of its Subsidiaries or owned by a third party and licensed to the Company or one of its Subsidiaries. Except as set forth in Section 4.18(a) of the Company Disclosure Letter, the Company or one of its Subsidiaries either own free and clear of all Liens Liens, except Permitted Liens, or have a perpetual royalty-free right to use under a valid and enforceable license or other agreement, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks marks, trade names, domain names, trade secrets, software (except for software licensed pursuant to a “shrink wrap” or “click wrap” agreement or pursuant to a commercially available license agreement with annual license fees less than $10,000) and trade names other intellectual property (collectively, “Proprietary RightsIntellectual Property”) used necessary to conduct their respective businesses in or necessary for the conduct all material respects as currently conducted. Except as set forth in Section 4.18(a) of the business Company Disclosure Letter: (w) all patents and registrations for trademarks included in the Company Registered IP are subsisting and, to the knowledge of the Company, valid and enforceable; (x) all copyrights included in the Bank Company Registered IP are valid, subsisting and enforceable; (y) all pending patent applications and pending applications to register any unregistered trademarks, service marks, trade names or copyrights included in the Subsidiaries as now conducted Company Registered IP are pending and as proposed to be conducted as Previously Disclosedin good standing, except where all without challenge of any kind; and (z) the failure to own such Proprietary Rights would not have any material impact on Company has the Company, the Bank or any Subsidiary. The Company, the Bank sole and the Subsidiaries have the exclusive right to bring actions for infringement or unauthorized use all Proprietary Rights used in or necessary for the conduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where Intellectual Property owned by the infringement Company or one of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiaryits Subsidiaries. Except as Previously Disclosedset forth in Section 4.18(a) of the Company Disclosure Letter, no charges, claims neither the Company nor any of its Subsidiaries has received any written notice or litigation have been asserted or, claim in three years prior to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary contesting the right of the Company, the Bank or any Subsidiary to use, or the validity of, any of the Proprietary Rights or date hereof challenging or questioning the validity or effectiveness enforceability of any license Company Registered IP that remains pending or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company, the Bank or any Subsidiary is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights and the current terms thereof will not be affected by the transactions contemplated by this Agreementunresolved.