Common use of Intellectual Property; Data Privacy Clause in Contracts

Intellectual Property; Data Privacy. (a) Except as would not have a Parent Material Adverse Effect, Parent and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Except as would not have Section 3.14(a) of the Company Disclosure Schedule sets forth a Parent Material Adverse Effect, Parent complete and its Subsidiaries (i) are the sole and exclusive owners accurate list of all Intellectual Property registered Patents, Patent applications, ▇▇▇▇ registrations, ▇▇▇▇ applications, registered Copyrights, Copyright applications and domain name registrations, in each case owned or purported to be owned by Parent the Company or any of its Subsidiaries (the “Parent Owned Intellectual PropertyRegistered IP”) and hold any material unregistered Marks owned or purported to be owned by the Company or its Subsidiaries, and specifies, where applicable, the jurisdictions in which each such item of Registered IP has been applied for, issued or registered. The Registered IP is subsisting and unexpired (except as otherwise noted in Section 3.14(a) of the Company Disclosure Schedule), and to the Company’s knowledge, valid and enforceable. The Company or one of its Subsidiaries (i) solely own all right, title title, and interest in and to the Registered IP, (ii) own all Parent Owned other material proprietary Intellectual Property purported to be owned by the Company, and (iii) have valid and continuing rights to use and otherwise exploit all other Intellectual Property used, held for use, or practiced by the business as currently conducted and as currently proposed to be conducted (“Company IP”), in each of the foregoing clauses (i)-(ii), free and clear of all Liens (other than Permitted Liens, and (ii) have (and will continue to have after ). The Company IP comprises all of the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and connection with the operation of the business of Parent the Company and its Subsidiaries as currently conducted does not infringeand as currently proposed to be conducted. The Company and its Subsidiaries have taken reasonable steps to protect, misappropriatemaintain and enforce their respective rights in their Intellectual Property and confidential information of third persons provided to the Company or any of its Subsidiaries. (b) To the Company’s knowledge, dilute or otherwise violatesince January 1, 2019, neither the Company nor any of its Subsidiaries is, and the operation of the business of Parent Company’s and its Subsidiaries has not infringedSubsidiaries’ businesses as currently conducted is not, misappropriated, diluted or otherwise violated, Infringing the Intellectual Property of any other Personperson in any material respect. Since January 1, 2019, there have not been and are not currently any Claims pending, or to the Company’s knowledge, threatened (including cease-and-desist letters and invitations to take a patent license), or Orders issued by a Governmental Entity, with respect to (i) allegations that the Company or any of its Subsidiaries has Infringed or is Infringing any Intellectual Property of any other person, (ii) challenges to the ownership, validity or enforceability of the Registered IP or any material unregistered proprietary Intellectual Property owned by the Company or its Subsidiaries or (iii) restrictions in any material manner of the use, transfer or licensing of the Registered IP or any material unregistered proprietary Intellectual Property owned by the Company or its Subsidiaries, except, in each case, as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2019, to the Company’s knowledge, no third party has Infringed or is Infringing the Intellectual Property owned by the Company or its Subsidiaries in any material respect and, to Parent the knowledge of the Company, no such activity is occurring that has resulted in a material liability to the Company and its Subsidiaries, taken as a whole. (dc) Except as would not have or reasonably be expected to have a Parent Material Adverse Effect, the consummation of the Merger will not, under any Material Contract required to be listed on Section 3.10(a)(xii) of the Company Disclosure Schedule, result in (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed the termination of any license of Intellectual Property for or on behalf of Parent to the Company or any of its Subsidiaries have executed Contracts protecting by a third person or (ii) the confidentiality of, and irrevocably assigning or otherwise transferring to Parent granting by the Company or any of its Subsidiaries all of any license or rights to, such to any Intellectual Property and Property. (iid) no current or former employee, contractor or consultant of Parent or Neither the Company nor any of its Subsidiaries owns is not under any right, title or interest in or obligation to license any material Intellectual Property to any of Governmental Entity because it has received funding to develop such Intellectual Property from a Governmental Entity. Neither the Parent Owned Company nor any Subsidiary is now or has ever been a member or promoter of, or a contributor to, any industry standards body or any similar organization that would reasonably be expected to require or obligate the Company or any Subsidiary to grant or offer to any other person any license or other right to any material Intellectual Property. (e) Parent Each current and former officer, employee, consultant, independent contractor, or other personnel engaged in the development of any material Intellectual Property or technology for the Company or its Subsidiaries has executed a proprietary information and confidentiality agreement, which, to the extent permitted by Law, assigns ownership of all material Intellectual Property developed or created by such personnel for the Company or its Subsidiaries under the applicable agreement to the Company or its Subsidiaries. In addition, the Company has caused each current and former officer, employee, consultant, independent contractor, or other personnel with access to the trade secrets of the Company or its Subsidiaries to execute a binding confidentiality agreement relating thereto. To the knowledge of the Company, there has not been any breach of any of the foregoing by a party thereto. No trade secrets have taken reasonable measures been accessed by any person, or has been authorized to protect be disclosed or has been actually disclosed by the Parent Owned Intellectual PropertyCompany or its Subsidiaries to any person other than (A) pursuant to a written confidentiality Contract or other confidentiality obligation restricting the disclosure and use thereof or (B) any such access or disclosure that would not reasonably be expected to have or reasonably be expected to have in a Material Adverse Effect. (f) Parent isTo the knowledge of the Company, and since no employee of the Lookback Date has beenCompany or any of its Subsidiaries is (A) bound by or otherwise subject to any Contract materially restricting him or her from performing his or her duties, or (B) in material compliance breach of any Contract with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending former employer or threatened against the Parent relating other person concerning Intellectual Property or confidentiality due to the collection his or use of Sensitive Information or alleging any violation her activities as an employee of the Parent Privacy ObligationsCompany or its Subsidiaries. (g) Since None of the Lookback Date, (i) none of Parent software owned by the Company or its Subsidiaries has experienced a material Sensitive Information Breachcontains, or is distributed with, any software that is licensed pursuant to an open source, copyleft or community source code license or is otherwise subject to the terms of an Open Source License (including any libraries or code, software, technologies or other materials that are licensed or distributed under any General Public License, Lesser General Public License, MIT License, Apache License or similar license arrangement or other distribution model; (iisuch software collectively referred to as “Open Source Software”) Parent in any manner that requires or conditions the Company’s or any of its Subsidiaries’ use or distribution of such Open Source Software on the disclosure, licensing or distribution of any Intellectual Property owned by the Company and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including other than modifications to such Open Source Software). To the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability knowledge of the IT Assets and Sensitive Information from unauthorized processingCompany, disclosure, use, access or unlawful destruction, loss or alteration, taking into account all Open Source Software distributed by the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent Company and its Subsidiaries is distributed in material compliance with the applicable Open Source License, except as would not have granted or reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the software owned by the Company or its Subsidiaries is free of all material defects, errors, or bugs, and does not contain viruses, trap doors, Trojan horses or other corruptants or contaminants that are designed to impair the normal function of IT Assets or result in unauthorized disclosure or access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoingPersonal Data. (h) None Neither the Company nor any Subsidiary is a party to any agreement with a third party requiring the deposit of source code of any software owned by the Company or any Subsidiary for the benefit of any third party. No third party other than those who require such access to provide services for or on behalf of the IT Assets, include Company or a Subsidiary has any malicious current or contingent access or possession of (or the right to access or possess) such source code, program and no such source code will be required to be released (from escrow or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar componentotherwise) that is designed to damage, destroy, disable, erase, impede in connection with the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Informationtransactions contemplated by this Agreement. (i) The Company and its Subsidiaries are and at all times have been in material compliance with (i) all Privacy Policies, (ii) all Privacy Laws, and the Payment Card Industry Data Security Standard, as adopted by the PCI Security Standards Council, LLC to the extent applicable, and (iii) contracts pertaining to Personal Data, data privacy and data security (including those relating to the cross border transfer, access and handling, or processing of any Personal Data) ((i), (ii), and (iii), collectively, the “Data Protection Obligations”). Except as would not set out in Section 3.14(i) of the Company Disclosure Schedule, there have been no Claims made or to the Company’s knowledge, threatened against the Company or any of its Subsidiaries alleging a Parent Material Adverse Effect, the violation of Personal Data or Data Protection Obligations. (j) The execution, delivery and performance of this Agreement and or any of the other agreements, documents or instruments referred to in this Agreement; the consummation of the Transactions do not violate Merger; or any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as transactions contemplated by this Agreement will not result in any violation of any Privacy Policy of any websites or mobile applications owned by the Company and its Subsidiaries or Data Protection Obligations. (k) To the knowledge of the date hereofCompany, except as would not have or reasonably be expected to have a Material Adverse Effect, all of the IT Assets are sufficient in all material respects for the current needs of the business of the Company and its Subsidiaries. The IT Assets (i) operate and perform in accordance with their documentation and functional specifications and (ii) since January 1, 2019, there have been no outages of or performance degradation in the IT Assets, in each case, except as would not be or reasonably be expected to be a Material Adverse Effect. (l) The Company and its Subsidiaries use commercially reasonable efforts to protect and maintain the security and operation of Personal Data and their material IT Assets against any, breaches, outages, violations, loss or theft, or accidental, unlawful or unauthorized access to, or use, alteration, destruction, loss, modification, compromise, or other unauthorized disclosure of IT Assets or Personal Data, or other data security incidents (“Security Incident”). Except as set out in Section 3.14(l) of the Company Disclosure Schedule, to the Company’s knowledge, in the past three (3) years, there have been no material Security Incidents, except in each case as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries have established, implemented and maintained a written information security program that is commercially reasonable and: (i) includes administrative, technical and physical safeguards to safeguard the security, confidentiality, and integrity of their material IT Assets and Personal Data and (ii) protects against unauthorized access to their material IT Assets and Personal Data. (m) For purposes of this Agreement:

Intellectual Property; Data Privacy. (a) Except as would not have a Parent Company Material Adverse Effect, Parent the Company and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned or purported to be owned by Parent the Company or any of its Subsidiaries (the “Parent Company Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Company Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent the Company or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent the Company or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parentthe Company, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent the Company or any of its Subsidiaries of any Parent Company Owned Intellectual Property or (ii) alleging that Parent the Company or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parentthe Company, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Company Owned Intellectual Property and the operation of the business of Parent the Company and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent the Company and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, Person except, in each case, as would not be material to Parent the Company and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Company Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent the Company or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent the Company or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent the Company or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Company Owned Intellectual Property. (e) Parent The Company and its Subsidiaries have taken reasonable measures to protect the Parent Company Owned Intellectual Property. (f) Parent The Company is, and since the Lookback Date has been, in material compliance with all Parent Company Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent Company relating to the collection or use of Sensitive Information or alleging any violation of the Parent Company Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent the Company or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent the Company and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent the Company and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent the Company and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent the Company and its Subsidiaries has implemented and maintained the same and (iii) Parent the Company has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Company Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Company Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Section 4.20 of the FTC Disclosure Schedule contains a complete and accurate list of all of FTC and each Subsidiary’s material U.S. and foreign (i) trademark or service ▇▇▇▇ registrations and applications, (ii) copyright registrations and applications, and (iii) Internet domain names. Neither FTC nor any of the Subsidiaries owns any patents or patent applications. Except as would not have reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse EffectEffect on FTC, Parent FTC and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned own or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any all FTC Intellectual Property, free and clear of all Liens and royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The FTC Intellectual Property constitutes all of the Intellectual Property reasonably necessary to carry on the business of FTC and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, the FTC Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of the FTC Intellectual Property. To the knowledge of FTC, neither the FTC Intellectual Property nor the conduct of the business of FTC and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, and FTC has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of FTC, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or sublicensed to, or purported to be licensed or sublicensed to, Parent by FTC or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No no such claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use have been made against a third party by Parent FTC or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent . FTC and its Subsidiaries have taken commercially reasonable measures precautions to protect the Parent Owned secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes of this Agreement, “Intellectual Property. ” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code or object code form (f) Parent isincluding any and all software implementation of algorithms, models and methodologies, but excluding off-the-shelf software), and since all documentation (including user manuals and training materials) related to the Lookback Date has beenforegoing (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in material compliance with all Parent Privacy Obligationsany jurisdiction of, and applications in any jurisdiction to register, the foregoing, including (i) all applicable Laws regarding the collectionany extension, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending modification or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity renewal of any potential harm, the context {JX489484.11} PD.35183901.7 such registration or application; trade secrets and know-how; copyrights and registrations or applications for registration of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiariescopyrights in any jurisdiction, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by renewals or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoingextensions thereof. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Except as would not have Section 4.20 of the Company Disclosure Schedule sets forth a Parent Material Adverse Effect, Parent complete and its Subsidiaries accurate list of all (i) patents and patent applications, (ii) trademark registrations, service mark registrations and applications for the foregoing, (iii) copyright registrations and applications and (iv) domain name registrations and social media identifiers, in each case, which are owned or purported by the sole and exclusive owners Company to be owned by the Company or a Subsidiary of the Company as of the date hereof (collectively, the “Registered Intellectual Property” and, together with all Intellectual Property owned or purported by the Company to be owned by Parent the Company or any of its Subsidiaries (Subsidiaries, the “Parent Owned Intellectual Property”) ). Except as would not, individually or in the aggregate, reasonably be likely to be material to the Company and hold all rightits Subsidiaries, title and interest in and to all Parent Owned Intellectual Property free and clear taken as a whole, the Company or a Subsidiary of all Liens other than Permitted Liensthe Company owns, and (ii) have (and will continue to have after the Closing Date) or has a valid valid, subsisting and enforceable license or other right to use any and use, all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise that is used or held for use in the conduct of the business businesses of Parent the Company or any of its Subsidiaries as currently presently conducted, free and clear provided that the foregoing shall not be deemed to be a representation or warranty with respect to the infringement, misappropriation or other violation of the Intellectual Property rights any Liens other than Permitted LiensPerson. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parentthe Company, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation conduct of the business businesses of Parent the Company and each of its Subsidiaries as currently conducted does not infringe, misappropriate, dilute misappropriate or otherwise violate, and the operation conduct of the business businesses of Parent the Company and each of its Subsidiaries during the since December 31, 2021 has not infringed, misappropriated, diluted misappropriated or otherwise violated, any Intellectual Property rights of any Person. As of the date hereof, there is no Action pending or, to the Knowledge of the Company, threatened in writing that the Company or any of its Subsidiaries is infringing, misappropriating or otherwise violating the Intellectual Property rights of any Person. To the Knowledge of the Company, no Person is infringing any Owned Intellectual Property. No Registered Intellectual Property is the subject of any opposition, cancellation, inter partes review or similar Action in any jurisdiction. Neither the Company nor any of its Subsidiaries is subject to any injunction or other Personspecific judicial, exceptadministrative or other administrative order that restricts or impairs its use or distribution of any Owned Intellectual Property. No Person has alleged, in each casean Action to which the Company or any of its Subsidiaries is a party or, to the Knowledge of the Company, otherwise, that any Owned Intellectual Property is not owned by the Company or its Subsidiaries, is subject to the rights of any third party or that any Owned Intellectual Property is invalid or unenforceable. (c) Except as would not not, individually or in the aggregate, reasonably be likely to be material to Parent the Company and its Subsidiaries, taken as a whole, the Company or one of its Subsidiaries exclusively owns all right, title and interest in and to the Owned Intellectual Property free and clear of all Liens (other than Permitted Liens), and such rights are subsisting, valid and, to the Knowledge of the Company, enforceable. (d) The consummation of the transactions contemplated by this Agreement will not alter or impair any rights of the Company or any of its Subsidiaries to any Owned Intellectual Property or, except as would not, individually or in the aggregate, reasonably be likely to be material to the Company and its Subsidiaries, taken as a whole, any other Intellectual Property that it uses in the conduct of its business. (e) Each current and former director, officer, employee, consultant or contractor of the Company or any of its Subsidiaries that has made a material contribution to the creation, invention, modification, or improvement of any Owned Intellectual Property for or on behalf of the Company or any of its Subsidiaries, in whole or in part, has signed a valid and enforceable written Contract pursuant to which all of their Intellectual Property and other rights in and to such contributions have been irrevocably assigned to the Company or one of its Subsidiaries, except to the extent such assignment occurred by operation of law, and, to the Knowledge of the Company, no such director, officer, employee, consultant or contractor is in material violation thereof. (f) None of the Company’s material computer software (the “Proprietary Software”) is licensed or made available by the Company or any of its Subsidiaries in any manner that, pursuant to the terms of any applicable “open source” or “free software” license, would require the Company to (i) disclose the source of any source code for any portion of such Proprietary Software; (ii) condition the use or distribution of such Proprietary Software on the granting to any Person of the right to make derivative works or other modifications to such Proprietary Software or portions thereof or any rights or immunities under any Owned Intellectual Property; (iii) conditions the use or distribution of such Proprietary Software on such Proprietary Software being made subject to the terms and conditions of any open source software license; or (iv) otherwise imposes an obligation on the Company or any of its Subsidiaries to distribute or otherwise make available any such Proprietary Software on a royalty-free basis. The Company and each of its Subsidiaries is and has been in material compliance with the terms and conditions of all licenses for such open source software. Neither the Company nor any of its Subsidiaries has received any written notice or request from any Person to disclose, distribute or license the Proprietary Software pursuant to an open source software license, or alleging noncompliance with any open source software license. (g) The Company and each of its Subsidiaries comply with, and have at all times since December 31, 2021 complied with, all Data Protection Requirements, except for violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (h) The Company and each of its Subsidiaries have established and maintain, and have since December 31, 2021 maintained, commercially reasonable physical, technical, and administrative security measures and policies, compliant with Data Protection Requirements in all material respects, reasonably designed and implemented to protect the security, confidentiality, integrity, and availability of (i) information technology networks and systems, including the software owned or controlled by the Company or such Subsidiary and used in the course of the operations of their respective businesses (the “IT Systems”), and (ii) Personal Information collected, used, processed or held for use by or on behalf of the Company or such Subsidiary in the course of the operations of their respective businesses. (i) Since December 31, 2021, neither the Company nor any of its Subsidiaries has experienced any unauthorized disclosure, destruction, modification, or use of, or access to, any Personal Information or any security incident or breach of security of the IT Systems that would in each instance require notification to any Person pursuant to any Data Protection Requirement, except as would not, individually or in the aggregate, reasonably likely to be material to the Company and its Subsidiaries, taken as a whole. (dj) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or Neither the Company nor any of its Subsidiaries have executed Contracts protecting the confidentiality ofhas received any subpoenas, and irrevocably assigning demands, or other notices from any Governmental Authority investigating, inquiring into, or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or relating to any actual or potential violation of the Parent Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures any Data Protection Law and, to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy Knowledge, neither the Company nor its Subsidiaries is under investigation by any Governmental Authority for any actual or potential violation of any Data Protection Law except for violations that would not, individually or in the aggregate, reasonably be likely to be material to the Company and (iii) any contractual provisions governing Sensitive Informationits Subsidiaries, taken as a whole. No Actions are pending complaint, claim, enforcement action, proceeding, or threatened against litigation of any kind has been served on, or initiated against, the Parent relating to the collection Company or use of Sensitive Information its Subsidiaries by any private party or Governmental Authority alleging any violation of any Data Protection Requirement, except for violations that would not, individually or in the Parent Privacy Obligations. (g) Since aggregate, reasonably be likely to be material to the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent Company and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoingas a whole. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Section 4.9(a) of the Sellers’ Disclosure Schedule sets forth a correct and complete list of all Seller Registered Intellectual Property; including for each item of Seller Registered Intellectual Property, the recorded owner, the jurisdiction in which such item has been issued, registered, or filed, and the issuance, registration or application number and date. All Seller Registered Intellectual Property is subsisting and, to the Knowledge of the Sellers, valid and enforceable. Except as would not identified in Section 4.9(a) of the Sellers’ Disclosure Schedule, all renewal, maintenance and other necessary filings and fees due and payable to any Governmental Entity or Internet domain name registrar to maintain all Seller Registered Intellectual Property in full force and effect have a Parent Material Adverse Effectbeen timely submitted or fully paid. None of the Sellers nor any of the Transferred Entities owns any registered Copyrights or pending applications for registration of Copyrights. (b) To the Knowledge of the Sellers, Parent and its Subsidiaries (i) are one of the Sellers or a Transferred Entity is the sole and exclusive owners owner of all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property Property, and (ii) the Sellers and the Transferred Entities have valid and enforceable rights, pursuant to a valid written IP License to use, sell and license, as the case may be, all Licensed Intellectual Property, in each case of (i) and (ii), free and clear of all Liens other than Encumbrances (except Permitted Liens, Encumbrances). The Owned Intellectual Property and Licensed Intellectual Property (iiwhen used within the scope of the applicable IP License) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and collectively constitute all Intellectual Property licensed or sublicensed toused in, or purported necessary and sufficient for the conduct and operation of the Business as currently conducted and as contemplated to be licensed or sublicensed toconducted. The Seller Registered Intellectual Property constitutes all of the Patents, Parent Marks and Domain Names owned by any Seller or any of its Subsidiaries, Transferred Entity or otherwise used or held for use in the conduct and operation of the business of Parent or its Subsidiaries Business as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of ParentEach Seller and each Transferred Entity, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the conduct and operation of the business of Parent and its Subsidiaries as currently conducted does not infringeBusiness, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not in the past six (6) years infringed, misappropriated, diluted or otherwise violated, the and do not currently infringe, misappropriate, dilute, or otherwise violate any Intellectual Property of any other Person. None of the Sellers nor any Transferred Entity is the subject of any pending or, exceptto the Knowledge of the Sellers, in each case, as would not be material to Parent and its Subsidiaries, taken as a wholethreatened Proceedings alleging or involving any of the foregoing. (d) Except as would not have None of the Sellers nor any Transferred Entity has, within the past (6) years, received written notice from a Parent Material Adverse Effectperson challenging the ownership, (i) all current and former employeesuse, contractors and consultants who have createdvalidity or enforceability of any Owned Intellectual Property. None of the Sellers nor any Transferred Entity is the subject of any pending or, invented to the Knowledge of the Sellers, threatened Proceedings alleging or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to involving any of the Parent Owned Intellectual Propertyforegoing. (e) Parent and its Subsidiaries Except as identified in Section 4.9(e) of the Sellers’ Disclosure Schedule, to the Knowledge of the Sellers, in the past six (6) years, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting, or otherwise violating any Owned Intellectual Property in a manner that would reasonably be expected, individually or in the aggregate, to have taken reasonable measures a Material Adverse Effect. No Proceedings have been initiated against any Person by any Seller or any Transferred Entity in the past six (6) years in relation to protect the Parent Owned Intellectual Property. (f) To the Knowledge of the Sellers, each Seller and each Transferred Entity has taken reasonable measures to protect the confidentiality and value of its confidential information. To the Knowledge of the Sellers, each Seller and each Transferred Entity has not disclosed or authorized or consented to the disclosure of any material confidential information to any Person (including any former or current employee, contractor, or consultant of Seller Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including or any of its Subsidiaries) other than (i) all applicable Laws regarding pursuant to a valid and enforceable written agreement restricting the collection, disclosure and use and protection of Sensitive Information, such confidential information or (ii) the Company’s privacy policy to a Person who otherwise has a duty to protect such confidential information; and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation Knowledge of the Parent Privacy ObligationsSellers, no person to whom material confidential information has been so disclosed is in violation or any such agreement or has otherwise misappropriated any such material confidential information. (g) Since To the Lookback DateKnowledge of the Sellers, either a Seller or a Transferred Entity has executed valid and enforceable written agreement with each of their respective former and current founders, officers, directors, employees, consultants and independent contractors who have been or are currently involved in the development of any Intellectual Property for or on behalf of any Seller or any Transferred Entity, pursuant to which each such Person has or is obligated to assign or has assigned to a Seller or any Transferred Entity all of such Person’s rights, title and interest in and to all Intellectual Property created or developed for any Seller or any Transferred Entity in the course of such person’s involvement, employment or retention thereby, and which assignment is valid under applicable Law (an “Invention Assignment Agreement”). (h) To the Knowledge of the Sellers and except as identified in Section 4.9(h) of the Sellers’ Disclosure Schedule, all Business Software, was created and developed solely by employees of any Seller or any Transferred Entity within the scope of their employment. (i) none To the Knowledge of Parent the Sellers and except as identified in Section 4.9(i) of the Sellers’ Disclosure Schedule, no open source software is or its Subsidiaries has experienced been included, incorporated or embedded in, linked to, combined or distributed with, or otherwise used in connection with, any Business Software or any products of any Seller or any Transferred Entity, in each case, in a material Sensitive Information Breachmanner that requires or obligates any Seller or any Transferred Entity to: (i) disclose, contribute, distribute, license or otherwise make available to any Person (including any open source community) any source code included in the Business Software; (ii) Parent license any Business Software for making modifications or derivative works; (iii) disclose, contribute, distribute, license or otherwise make available to any Person any Business Software for no or nominal charge; or (iv) grant a license to, or refrain from asserting or enforcing, any of the Owned Intellectual Property; in a manner that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Knowledge of the Sellers, each Seller and its Subsidiaries each Transferred Entity is in compliance with all material terms and conditions of any appliable licenses for open source software used in the Business. (j) To the Knowledge of the Sellers and except as identified in Section 4.9(j) of the Sellers’ Disclosure Schedule, no funding, facilities, or personnel of any Governmental Entity or any university, college, or other educational institution, or research center are or were used, in whole or in part, in the development of any Owned Intellectual Property in a manner that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Knowledge of the Sellers and except as identified in Section 4.9(j) of the Sellers’ Disclosure Schedule, no former or current employee, consultant or independent contractor of any Seller or any Transferred Entity who contributed to the creation or development of any Owned Intellectual Property has performed services for the government or a university, college, other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for any Seller or any Transferred Entity in a manner that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (Ak) implemented Each Seller and maintained at least industry standard administrative, technical, organizational each of the Transferred Entities takes and physical safeguards, including the implementation of commercially has taken reasonable data backup, disaster avoidance measures to maintain and recovery procedures and business continuity procedures, designed to protect the privacy, securityperformance, confidentiality, integrity and availability security of its IT Systems (and all Software, information and data stored or contained therein or transmitted thereby). The IT Systems (i) are adequate and sufficient (including with respect to working condition and capacity) for the operation of the Business as currently conducted and as contemplated to be conducted, and (ii) do not, to the Knowledge of the Sellers, contain any defect, viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that: (A) disrupt or adversely affect the functionality of any IT Systems; or (B) enable or assist any Person to access without authorization any IT Systems, except, in either case of (A) or (B), to the extent such disruption or unauthorized access would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (l) In the past five (5) years, there have been no (i) material security breaches, unauthorized access to, use or disclosure of, intrusions of, or other incidents related to, any the IT Systems or data (including Personal Information) Processed by or on behalf of any Seller or any Transferred Entity or (ii) failures, breakdowns, continued substandard performance, outages or unscheduled downtime or other adverse events affecting any of the IT Assets Systems that have caused or resulted in a material disruption to the operation of the Business. Each Seller and Sensitive each Transferred Entity has implemented and maintained reasonable back-up and disaster recovery arrangements in the event of a failure of the IT Systems. (m) For the past three (3) years, (i) each Seller and each Transferred Entity and, to the Knowledge of the Sellers, any Person acting for or on behalf of any Seller or any Transferred Entity is, and has been in compliance with all Privacy Requirements, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) none of the Sellers, the Transferred Entities nor any third party acting on their behalf has received any written notice of any claims, charges investigations or regulatory inquiries related to or alleging the violation of any Privacy Requirements, and (iii) to the Knowledge of the Sellers, there are no facts or circumstances that could reasonably form the basis of any such claim, charge, investigation or regulatory inquiry. (n) Each Seller and each Transferred Entity has (i) implemented and for the past five (5) years maintained reasonable and appropriate security procedures and practices, including technical and organizational safeguards, designed to protect all Personal Information from and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized processing, disclosureaccess, use, access or unlawful destructionmodification, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiariesdestruction or disclosure, and (Bii) taken at least industry standard reasonable steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted third party with access to Sensitive any Personal Information collected by or on behalf of Parent and its Subsidiaries any Seller or any Transferred Entity has implemented and maintained maintains the same and (iii) Parent same. To the Knowledge of the Sellers, no third party has not received provided any written claims, notices or complaints with respect Personal Information to any Seller or any Transferred Entity in violation of the foregoingapplicable Privacy Requirements. (ho) None of the IT Assets, include Sellers or any malicious code, program Transferred Entity has provided or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed been legally required to damage, destroy, disable, erase, impede the operation of, allow provide any notice to any person in connection with an unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Personal Information. (ip) Except as None of the Sellers or any Transferred Entity is subject to any contractual requirement or other legal obligation that, following the Closing, would not have a Parent Material Adverse Effect, prohibit Buyer or any Transferred Entity from Processing any Personal Information in the execution, delivery manner in which the Sellers and performance the Transferred Entities Processed such Personal Information prior to the Closing. The transfer of Personal Information in connection with the transactions contemplated by this Agreement and the consummation of the Transactions do will not violate any Parent Privacy Obligations Requirements as they currently exist or as they existed at any time during which any of the date hereof relating to Sensitive Personal Information as it exists as of the date hereofwas collected or obtained.

Intellectual Property; Data Privacy. (ai) Strongbridge has made available to Xeris a true and complete list, as of the date of this Agreement, of all Registered Intellectual Property that is Strongbridge Intellectual Property (the “Strongbridge Registered IP”). Except as would has not have had, individually or in the aggregate, a Parent Strongbridge Material Adverse Effect, Parent and its Subsidiaries (i) are the sole each item of Strongbridge Registered IP is legally, beneficially and exclusive owners of all Intellectual Property owned or purported to be solely owned by Parent Strongbridge or any one of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all rightSubsidiaries, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens (other than Permitted Liens), (ii) no Strongbridge Registered IP has lapsed, expired, or been abandoned (including as a result of failure to pay the necessary renewal or maintenance fees) prior to the end of the applicable term of such Registered Intellectual Property, except where Strongbridge has made a reasonable business decision to not maintain or renew such Registered Intellectual Property, (iii) none of the Strongbridge Registered IP that has issued or become registered has subsequently been adjudged invalid or unenforceable, and (iv) all Strongbridge Registered IP is subsisting, and if registered to the knowledge of Strongbridge, not invalid or unenforceable. There is no interference, nullification, reissue, reexamination, derivation, opposition, cancellation or similar proceeding pending or, to the knowledge of Strongbridge, threatened against Strongbridge or any of its Subsidiaries challenging or contesting the ownership, validity, scope or enforceability of any Strongbridge Registered IP (other than ordinary course proceedings with patent, trademark and copyright offices related to the application for, or renewal of, any item of Strongbridge Registered IP). (ii) Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, the Strongbridge Intellectual Property and the Strongbridge Licensed Intellectual Property constitute all of the material Intellectual Property Rights necessary to develop, manufacture or sell each material Strongbridge Product as currently researched, tested, developed, commercialized, manufactured, sold or distributed by Strongbridge and its Subsidiaries as of the date of this Agreement; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (iii) None of the material Strongbridge Intellectual Property is subject to any order, claim, action, proceeding, suit or, to the knowledge of Strongbridge, investigation of any Governmental Entity pending or, to the knowledge of Strongbridge, threatened against Strongbridge or any of its Subsidiaries materially and adversely affecting the use thereof or rights thereto by or of Strongbridge or any of its Subsidiaries. Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect and to the knowledge of Strongbridge, (i) the operation of the business of Strongbridge or any of its Subsidiaries as of the date hereof does not infringe, misappropriate or otherwise violate and since January 1, 2018, has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party and (ii) to the knowledge of Strongbridge, as of the date of this Agreement no Third Party has infringed, misappropriated or otherwise violated any material Strongbridge Intellectual Property or any Intellectual Property Rights exclusively licensed to Strongbridge or any of its Subsidiaries that is material to the development, manufacture or sale of a Strongbridge Product. (iv) Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, Strongbridge and its Subsidiaries at all times have taken commercially reasonable steps to protect and maintain any material Trade Secrets included in the Strongbridge Intellectual Property (except for any Strongbridge Intellectual Property whose value would not reasonably be expected to be impaired in a material respect by disclosure), and will continue to the knowledge of Strongbridge, there have after been no material unauthorized uses or disclosures of any such Trade Secrets. (v) Except as has not had, individually or in the Closing Dateaggregate, a Strongbridge Material Adverse Effect, to the knowledge of Strongbridge, (A) a valid Strongbridge and enforceable license to use its Subsidiaries have complied with any and all obligations to the extent applicable pursuant to the ▇▇▇▇-▇▇▇▇ Act, 35 U.S.C. §200—212, with respect to any Patents included in Strongbridge Registered IP (“Strongbridge Patents”) that cover or are practiced by a Strongbridge Product, and (B) no funding, facilities or personnel of any Governmental Entity or any university, college, research institute or other educational institution has been used to invent, create or develop any inventions that are the subject of any Strongbridge Patents and that cover or are practiced by a Strongbridge Product, except for any such funding or use of facilities or personnel that has not resulted in, by such Governmental Entity or institution any ownership interest in or material claim against such Strongbridge Patents as practiced by a Strongbridge Product. (vi) Except as has not had, individually or in the aggregate, a Strongbridge Material Adverse Effect, Strongbridge and its Subsidiaries have obtained from all current or former employees, officers, consultants and contractors who have created or developed material Intellectual Property licensed Rights for or sublicensed to, or purported to be licensed or sublicensed to, Parent on behalf of Strongbridge or any of its Subsidiaries, valid assignments of such parties’ rights in such Intellectual Property Rights to Strongbridge or otherwise used one of its Subsidiaries, to the extent permitted by Applicable Law, or held for use in the conduct of the business of Parent or Strongbridge and its Subsidiaries as currently conducted, free and clear otherwise own such Intellectual Property Rights by operation of any Liens other than Permitted Lienslaw. (bvii) No claims All collection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other processing by or on behalf of Strongbridge and any of its Subsidiaries of Personal Data are pending orand have been in compliance with all applicable Privacy Legal Requirements and Privacy Commitments. Since January 1, to the Knowledge 2018, neither Strongbridge nor any of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use its Subsidiaries have received any written notice alleging any material violation by Parent Strongbridge or any of its Subsidiaries of any Parent Owned Intellectual Property applicable Privacy Legal Requirement or (ii) alleging that Parent Privacy Commitment, nor, to the knowledge of Strongbridge, has Strongbridge or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of been threatened in writing to be charged with any Person. (c) such violation by any Governmental Entity. To the Knowledge knowledge of ParentStrongbridge, no Person is infringing, misappropriating, diluting or otherwise violating neither Strongbridge nor any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringehave, misappropriatesince January 1, dilute 2018, been or otherwise violateare currently: (a) under audit or investigation by any Governmental Entity, and the operation of the business of Parent and its Subsidiaries has not infringedor (b) subject to any Third Party claim, misappropriateddemand, diluted audit or otherwise violated, the Intellectual Property of any other Person, exceptaction, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent alleging any violation by Strongbridge or any of its Subsidiaries of any applicable Privacy Legal Requirement or Privacy Commitment. Neither Strongbridge nor any of its Subsidiaries have executed Contracts protecting received any material written complaint by any Person with respect to the confidentiality ofcollection, acquisition, use, storage, transfer (including any cross-border transfers), distribution, dissemination or other processing of Personal Data by Strongbridge or any of its Subsidiaries. (viii) Strongbridge and irrevocably assigning its Subsidiaries have in place policies and procedures for the proper collection, processing, transfer, disclosure, sharing, storing, security and use of Personal Data by Strongbridge and its Subsidiaries that comply with applicable Privacy Legal Requirements. (ix) Since January 1, 2018, Strongbridge and its Subsidiaries have not experienced any security breaches or otherwise transferring incidents, unauthorized use, access or disclosure related to Parent Personal Data in the custody or control of Strongbridge and its Subsidiaries or, to the knowledge of Strongbridge, any service provider acting on behalf of Strongbridge and its Subsidiaries. Since January 1, 2018, no circumstance has arisen in which the applicable Privacy Legal Requirements would require Strongbridge or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current to notify a Person or former employee, contractor Governmental Entity of a data security breach or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Propertysecurity incident. (ex) Parent Strongbridge and its Subsidiaries at all times have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard appropriate written policies and procedures with respect to technical, organizational, administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, safeguards designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets Trade Secrets, Personal Data and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity information technology systems of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent Strongbridge and its Subsidiaries. Since January 1, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries 2018, there have granted access to Sensitive Information collected by or on behalf been no security breaches in the information technology systems of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to Strongbridge nor any of its Subsidiaries. Since January 1, 2018, there have been no material disruptions in any such information technology systems, that adversely affected the foregoing. (h) None operations of the IT Assets, include business of Strongbridge or any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Informationits Subsidiaries. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) ‎Section 4.19(a) of the Parent Disclosure Letter sets forth a true and complete list of all issued, registered or applied-for Parent Owned IP (collectively, the “Registered Parent Owned IP”), including, for each item, the record owner (other than with respect to domain names), jurisdiction and issuance, registration and application number, as applicable. Except as as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, Parent and its Subsidiaries (i) are the Registered Parent Owned IP is valid, subsisting, and to the knowledge of the Parent, enforceable; (ii) either the Parent or a Subsidiary of the Parent is the sole and exclusive owners record owner of all Intellectual Property owned each item of Registered Parent Owned IP; (iii) neither Parent nor any Subsidiary of the Parent has taken any action or purported failed to take any action that could reasonably be owned by expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any Registered Parent Owned IP (including the failure to pay any filing, examination, issuance, post registration and maintenance fees, annuities and the like); and (iv) no Registered Parent Owned IP has been abandoned, cancelled or adjudicated invalid, or is subject to any outstanding order, writ, injunction, judgment, stipulation or decree restricting their use or adversely affecting the rights of the Parent or any a Subsidiary of its Subsidiaries the Parent thereto. (b) Except as, individually or in the “aggregate, has not had and would not reasonably be expected to have a Parent Owned Intellectual Property”) and hold all rightMaterial Adverse Effect, title and interest in and to all either Parent Owned Intellectual Property or a Subsidiary of Parent exclusively owns, free and clear of all Liens other than Permitted Liens, the Parent Owned IP, and is licensed or otherwise possesses adequate rights to use (ii) have in the manner and to the extent it has used the same), all other Intellectual Property used in or necessary for their respective businesses (such other Intellectual Property, together with the Parent Owned IP, collectively, the “Parent IP”). Except as, individually or in the aggregate, has not had and will continue would not reasonably be expected to have after the Closing Datea Parent Material Adverse Effect, (a) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims there are no pending or, to the Knowledge knowledge of Parent, threatened in writing (i) challenging the ownershipclaims by any Person alleging infringement, enforceabilitymisappropriation, scope, validity dilution or use other violation by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. ; (b) the conduct of the businesses of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, and does not infringe, misappropriate, dilute or otherwise violate, any Intellectual Property of any Person; (c) To neither Parent nor any of its Subsidiaries has made any claim of infringement, misappropriation, dilution or other violation by others of its rights to or in connection with the Knowledge Parent IP; (d) to the knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. IP; (e) Parent and its Subsidiaries have taken used commercially reasonable measures efforts to protect the secrecy, confidentiality and value of the Trade Secrets included in the Parent Owned Intellectual PropertyIP; and (f) the consummation of the Transactions will not result in the loss of, or give rise to any right of any third party to terminate or modify in any material respect any agreement under which Parent or any of its Subsidiaries grants to any Person, or any Person grants to Parent or any of its Subsidiaries, a license or right under or with respect to any Parent IP. (fc) Except as would not have, individually or in the aggregate, a Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive InformationMaterial Adverse Effect, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (iiA) Parent and its Subsidiaries have (Ai) used commercially reasonable efforts, consistent with industry standards, to protect the confidentiality, integrity, availability and security of their IT Assets (and all information and transactions stored or contained therein or transmitted thereby), and to prevent any unlawful, accidental or unauthorized access thereto or use, disclosure, acquisition, exfiltration, theft, loss, alteration, corruption, destruction, or unavailability thereof; and (ii) implemented and maintained at least industry standard administrative, commercially reasonable technical, physical, administrative and organizational measures and physical safeguardspolicies, including the implementation of commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures and procedures, as well as a commercially reasonable business continuity proceduresplan, designed to protect the privacyin each case consistent with customary industry practices, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed since the Lookback Date, there has been no Security Incident, (C) neither Parent nor any of its Subsidiaries has notified or been required by any Parent Data Protection Requirement to ensure that notify any Person to whom (including any Governmental Entity) of a Security Incident and (D) since the Lookback Date, Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of routinely monitored and assessed security risks and timely remediated all material threats, deficiencies and vulnerabilities identified in each such assessment. (d) Parent and its Subsidiaries has implemented are and maintained have at all times been in compliance in all material respects with all applicable Parent Data Protection Requirements. Neither Parent nor any of its Subsidiaries has, since the same and (iii) Parent has not Lookback Date, received any written claimsor, notices to the knowledge of Parent, oral notice, or complaints with respect is currently or has ever been subject to any audit or investigation, in each case regarding the Processing of the foregoing. (h) None Personal Information or alleging a violation of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereofData Protection Requirements.

Intellectual Property; Data Privacy. (a) Section 3.12(a) of the Disclosure Schedule contains a list of all issued patents, patent applications, and registrations and applications for registration of other Intellectual Property Rights, in each case that are included in the Business Intellectual Property Rights (the “Registered Business Intellectual Property Rights”), including, as applicable, the respective registration and application numbers, the record owner (and if different, beneficial owner), the registration and application date, the jurisdiction in which such item is registered or applied for, and for Internet domain-name registrations, the expiry date and registrar. Other than software provided under the Transition Services Agreement, if any, no software owned by Seller or any of the Retained Subsidiaries is used in and material to the Business. (b) Seller or one of its Subsidiaries is the exclusive owner of all material Business Intellectual Property Rights, free and clear of any Liens (other than Permitted Liens). All Registered Business Intellectual Property Rights are subsisting, and to the knowledge of Seller, valid and enforceable. (c) Except as would set forth on Section 3.12(c) of the Disclosure Schedule, (i) no Actions are pending or since January 1, 2021 have been brought or threatened in writing against Seller or any of its Subsidiaries that challenge the ownership, registration, scope, validity, or enforceability of any of the material Business Intellectual Property Rights, or that allege that the conduct of the Business infringes, misappropriates, dilutes or otherwise violates or has infringed, misappropriated, diluted or otherwise violated the Intellectual Property Rights of any third party, (ii) the conduct of the Business as it is conducted as of the date of this Agreement does not infringe, misappropriate, dilute or otherwise violate in any material respect, and since January 1, 2021 has not infringed, misappropriated diluted or otherwise violated in any material respect any Intellectual Property Rights of any third party, (iii) no Actions are pending or in since January 1, 2021 have a Parent Material Adverse Effectbeen brought or threatened in writing by Seller or any of its Subsidiaries that allege that any third party has infringed, Parent misappropriated, diluted or otherwise violated any Business Intellectual Property Rights in any material respect, and (iv) to the knowledge of Seller, no third party is infringing, misappropriating, diluting or otherwise violating any Business Intellectual Property Right in any material respect. (d) Seller and its Subsidiaries (i) are have taken reasonable measures consistent with industry standards to enforce, protect and maintain the sole and exclusive owners of all material Business Intellectual Property owned or Rights, including implementing and enforcing a reasonable quality control program designed to ensure their and their licensees’ use of Trademarks contained in the Business Intellectual Property Rights are in accordance with the standards and specifications established and employed by Seller and its Subsidiaries in the operation of the Business. All current and former officers, directors, employees, consultants and contractors of Seller and its Subsidiaries who have developed material Intellectual Property Rights that are purported to be owned by Parent any Purchased Subsidiary after giving effect to Pre-Closing Transfers have assigned ownership of such Intellectual Property Rights to Seller or its applicable Subsidiary, except where such ownership vests in Seller or its applicable Subsidiary by operation of applicable law, and no current or former officer, director, employee, consultant, or independent contractor of Seller or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned owns any material Business Intellectual Property free Rights. Seller and clear its Subsidiaries have taken commercially reasonable measures to protect the confidentiality of all Liens material trade secrets and other than Permitted Liens, and (ii) have (and will continue to have after material confidential information included in the Closing Date) a valid and enforceable license to use any Business Intellectual Property Rights and all Intellectual Property licensed confidential information of third parties used in the Business which they are required to maintain confidential by contract or sublicensed to, or purported to be licensed or sublicensed to, Parent Applicable Law. No such material trade secrets and other material confidential information has been disclosed by Seller or any of its SubsidiariesSubsidiaries to any Person (i) other than to Persons who are subject to a contractual, legal or enforceable ethical obligation to maintain the confidentiality thereof, or otherwise (ii) in violation of any contract to which Seller or any of its Subsidiaries are party. (e) The Business Intellectual Property Rights constitute all of the Intellectual Property Rights owned by Seller and its Subsidiaries that are used or held for use in the conduct of the business Business (other than the Seller Marks). Except as set forth on Section 3.12(e) of Parent the Disclosure Schedule, the Purchased Assets include all Contracts, if any, to which Seller or one of its Retained Subsidiaries is party pursuant to which Seller or any of its Retained Subsidiaries is granted a license under or right to use third-party Intellectual Property Rights used in the Business (other than with respect to IT Systems to be provided under the Transition Services Agreement). The execution, delivery and performance by Seller of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not result in the loss, termination or impairment of, or trigger any requirement to pay additional royalties or other consideration for the continued use by Buyer or any Purchased Subsidiary of, any material Intellectual Property Rights used in the conduct of the Business (other than the Seller Marks and IT Systems to be provided under the Transition Services Agreement). (f) The IT Systems are sufficient, and operate and perform in all material respects as needed, for the conduct the Business as currently conducted, and are, to the knowledge of Seller, free from any Malicious Code. The IT Systems are in good working condition and clear have not malfunctioned or failed since January 1, 2021 in any way that has materially impacted the operation of the Business. Seller and its Subsidiaries have implemented and maintain commercially reasonable measures designed to protect the integrity and security of the IT Systems against unauthorized use, access, interruption, modification and corruption as well as to protect the integrity, accuracy, authenticity, readability, accessibility, availability, or confidentiality of data (including Personal Data) Processed by or on behalf of Seller, and have implemented commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery systems and procedures consistent with customary industry practices and Applicable Law. Since January 1, 2021, there has been no Security Incident or other unauthorized access to the IT Systems, or, to the knowledge of the Seller, to information technology systems of third parties who store or Process Personal Data for or on behalf of the Business, that has resulted in any unauthorized access, use, disclosure, deletion, modification, corruption or encryption of any Liens other than Permitted Liensmaterial data, Personal Data or information of the Business contained therein or processed thereby. (bg) No claims Since January 1, 2021, Seller and its Subsidiaries that Process Personal Data on behalf of the Business and, have in all material respects complied with and comply with (i) all Privacy Laws, (ii) written policies, notices, statements, and procedures of Seller and its Subsidiaries relating to privacy, security or the Processing of Personal Data, (iii) contractual commitments of Seller and its Subsidiaries related to the Processing of Personal Data, and (iv) any consent received by Seller and its Subsidiaries from any Governmental Authority or the subjects of such Personal Data pertaining to the Processing thereof (clauses (i) to (iv) collectively, the “Privacy Requirements”). (h) The Business (i) is not under investigation by any Governmental Authority for any violation of any Privacy Requirements; and (ii) since January 1, 2021, has not received any written notice, correspondence, communications, actions, claim lawsuit, investigation, audit request or report from any person or Governmental Authority related to any Security Incident or alleging any violation of the Privacy Requirements and no proceedings are pending or, to the Knowledge knowledge of ParentSeller, threatened in writing (i) challenging against the ownership, enforceability, scope, validity or use by Parent Seller or any of its Subsidiaries Business related to any Security Incident or alleging a violation of any Parent Owned Intellectual Property the Privacy Requirements. To the knowledge of the Seller, there are no facts that could reasonably give rise to clauses (i) or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information). (i) Except as would not have a Parent Material Adverse Effect, the The execution, delivery and performance of this Agreement and the consummation transactions contemplated under this Agreement will not breach any Privacy Requirement, and will not, to the knowledge of Seller, give rise to any right of termination or other restriction on the right of the Transactions do not violate Buyer to Process any Parent Privacy Obligations personal Data as necessary to conduct the Business in the same manner as it is currently conducted in all material respects. (j) The Seller and its Subsidiaries maintain insurance coverage containing industry standard policy terms and limits that are appropriate with respect to the risk of liability relating to any Security Incident, and, except as set forth on Section 3.12(j) of the date hereof relating Disclosure Schedule, no claims have been made under such insurance policy(ies) with respect to Sensitive Information Security Incidents that have had a material adverse impact on the Business, taken as it exists as of the date hereofa whole.

Intellectual Property; Data Privacy. (a) Except as would not have a Parent Material Adverse Effect, Parent and its Subsidiaries (iSchedule 3.16(a) are of the sole and exclusive owners of Seller Disclosure Letter lists all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (the “Parent Registered Owned Intellectual Property”, indicating for each item the registration or application number, the filing or registration date, the record (and, if different, beneficial) owner, and hold all right, title and interest in and to all Parent the applicable filing jurisdiction. All material Registered Owned Intellectual Property free and clear of all Liens other than Permitted Liensis subsisting, and (ii) have (and will continue to have after the Closing Date) a Seller’s Knowledge, is valid and enforceable license and is not subject to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. As of the date of this Agreement, no Registered Owned Intellectual Property is subject to any pending Action or outstanding Order concerning the validity, enforceability, ownership, registration, use or scope of any such Intellectual Property. (b) No claims are pending orSeller and its Subsidiaries have (and, as of immediately prior to the Knowledge Closing, the Company will have) sufficient rights to all Intellectual Property and Technology that is Related to the Business to conduct the Business, in all material respects, as presently conducted, and the use and exploitation of Parent, threatened in writing (i) challenging all such intellectual Property following the ownership, enforceability, scope, validity or use Closing by Parent or any of the Company will be on substantially the same terms as the terms applicable to Seller and its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating prior to the Intellectual Property of any PersonContribution. (c) To Seller’s Knowledge, the Knowledge conduct of Parentthe Business does not infringe, dilute, misappropriate or otherwise violate the Intellectual Property of any third party, and has not infringed, diluted, misappropriated or otherwise violated the Intellectual Property of any third party during the three (3) year period immediately preceding the date of this Agreement. There is no Action pending or, to the Seller’s Knowledge, threatened alleging that the conduct of the Business is infringing, diluting, misappropriating or otherwise violating, or has infringed, diluted, misappropriated or otherwise violated any Person’s Intellectual Property rights. To Seller’s Knowledge, no Person is infringing, misappropriatingdiluting, diluting misappropriating or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent rights owned by Seller and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and Related to the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a wholeBusiness. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent Seller and its Subsidiaries have taken commercially reasonable measures to protect the Parent Owned confidentiality of the Trade Secrets that are Related to the Business, and, to Seller’s Knowledge, there has been no unauthorized access, use or disclosure of such Trade Secrets. All former and current officers, directors, employees, consultants, agents, and independent contractors of the Seller and its Subsidiaries who have contributed to or participated in the conception and development of Intellectual PropertyProperty Related to the Business have entered into valid and binding proprietary rights agreements with the relevant Seller or Subsidiary vesting ownership of such Intellectual Property in such Seller or Subsidiary, except where such ownership is vested by operation of law. (i) The IT Assets that are Related to the Business operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required for the operations of the Business and have not materially malfunctioned or failed within the past five (5) years; (ii) no Person has gained unauthorized access to such IT Assets, and there has been no other security breach or other similar event affecting any such IT Assets which has resulted in the unauthorized access, use, disclosure, modification, encryption, loss or destruction of any Company Data or any other material information or data stored or contained therein; and (iii) Seller and its Subsidiaries have implemented commercially reasonable measures to protect the confidentiality, integrity and security of such IT Assets, as well as reasonable data backup, system redundancy, and disaster avoidance and recovery technology and procedures, consistent with industry practices. (f) Parent isIn the collection and Processing of any Personal Data Related to the Business, Seller and its Subsidiaries are, and since the Lookback Date has beento Seller’s Knowledge, its and their Personal Data Processors and Personal Data Suppliers are, in material compliance with all Parent Privacy Obligationsand since January 1, including (i) 2016 have complied with, all applicable Laws regarding Privacy Commitments in all material respects. Without limiting the collectionforegoing, Seller and its Subsidiaries have, and to Seller’s Knowledge, its and their Personal Data Suppliers have, collected all Personal Data Related to the Business lawfully including acquiring all necessary consents from data subjects and otherwise have all requisite legal authority to Process, use and protection of Sensitive Information, (ii) hold such Personal Data in the Company’s privacy policy and (iii) manner it is Processed by such Persons without breaching any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy ObligationsCommitments in any material respect. Seller and its Subsidiaries have adopted and maintain appropriate technical and organizational security measures designed to prevent the unlawful Processing of Personal Data and unauthorized access, accidental loss or destruction of or damage to Personal Data in its, or its Subsidiaries’ possession or control, which measures are in compliance in all material respects with the Privacy Commitments. (g) Since To the Lookback Date, (i) none of Parent extent that Seller or its Subsidiaries has experienced a material Sensitive Information Breach; Process any financial account numbers (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrativesuch as credit cards, technicalbank accounts, organizational and physical safeguardsPayPal accounts, including the implementation of commercially reasonable debit cards), passwords, CCV data, or other related data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability in connection with their operation of the IT Assets and Sensitive Information from unauthorized processingBusiness, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity each of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent Seller and its Subsidiaries has implemented information security procedures, processes and maintained systems that have at all times met all applicable Laws related to the same Processing of cardholder data, including those established by applicable Governmental Entities, and the Payment Card Industry Standards Council (iii) Parent has not received any written claims, notices or complaints with respect to any of including the foregoingPayment Card Industry Data Security Standard). (h) None To the extent Related to the Business, Seller and its Subsidiaries present, and since January 1, 2016 have presented, a Privacy Policy which complies with Privacy Laws to Data Subjects prior to the collection of the IT Assetsany Personal Data, include any malicious codeand no such Privacy Policy is or has been inaccurate, program materially misleading or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Informationmaterially deceptive. (i) Except as would Seller and its Subsidiaries have not transferred or permitted the transfer of Personal Data Related to the Business originating in the European Economic Area or the United Kingdom outside the European Economic Area or the United Kingdom, except where such transfers have complied with the requirements of Privacy Laws and the Company Privacy Policies. (j) In the operation of the Business, Seller and its Subsidiaries do not sell, rent or otherwise make available to any Person any Personal Data, except in a Parent Material Adverse Effect, manner that complies in all material respects with the applicable Privacy Commitments. The execution, delivery and performance of this Agreement and the consummation transactions contemplated herein comply, and will comply, in all material respects, with all Privacy Commitments of the Seller and its Subsidiaries. Immediately following the Transactions, the Company will be permitted to Process, collect, store, use and disclose Personal Data held by the Company to the same extent the Seller and its Subsidiaries would have been able to do so had the Transactions do not violate occurred. (k) Since January 1, 2016, neither Seller nor any Parent of its Subsidiaries has received any written (i) notice Related to the Business that Seller or any of its Subsidiaries is or has been in breach of any Privacy Obligations as Commitment, or (ii) request, complaint or objection to any collection or use of Personal Data Related to the date hereof Business from any data protection authority or third party (including data subjects) that remains unresolved. (l) Since January 1, 2016, neither Seller nor any of its Subsidiaries has experienced any unauthorized access to, deletion or other misuse of, any Personal Data Related to the Business in its possession or control (a “Security Incident”) or made or been required to make any disclosure, notification or take any other action under any applicable Privacy Laws in connection with any Security Incident. Since January 1, 2016, Seller and its Subsidiaries have made all notifications to customers or individuals required to be made by Seller or its Subsidiaries under any applicable Privacy Laws arising out of or relating to Sensitive Information as it exists as any event of unauthorized access to or disclosure or acquisition of any Personal Data Related to the date hereofBusiness by any Person of which the Company or its Subsidiaries have knowledge. (m) No Action before any court, administrative body or other Governmental Entity (whether of a criminal, civil or administrative nature) has been filed or commenced against Seller or its Subsidiaries nor threatened against Seller or its Subsidiaries in writing, alleging any failure to comply with any Privacy Laws Related to the Business. To Seller’s Knowledge, since January 1, 2016, no action has been filed, commenced or threatened against any Personal Data Supplier or Personal Data Processor with respect to any Personal Data Processed for Seller or its Subsidiaries Related to the Business.

Intellectual Property; Data Privacy. ‌ (a) Section 4.9(a) of the Sellers’ Disclosure Schedule sets forth a correct and complete list of all Seller Registered Intellectual Property; including for each item of Seller Registered Intellectual Property, the recorded owner, the jurisdiction in which such item has been issued, registered, or filed, and the issuance, registration or application number and date. All Seller Registered Intellectual Property is subsisting and, to the Knowledge of the Sellers, valid and enforceable. Except as would not identified in Section 4.9(a) of the Sellers’ Disclosure Schedule, all renewal,‌ maintenance and other necessary filings and fees due and payable to any Governmental Entity or Internet domain name registrar to maintain all Seller Registered Intellectual Property in full force and effect have a Parent Material Adverse Effectbeen timely submitted or fully paid. None of the Sellers nor any of the Transferred Entities owns any registered Copyrights or pending applications for registration of Copyrights. (b) To the Knowledge of the Sellers, Parent and its Subsidiaries (i) are one of the Sellers or a Transferred Entity is the sole and exclusive owners owner of all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property Property, and (ii) the Sellers and the Transferred Entities have valid and enforceable rights, pursuant to a valid written IP License to use, sell and license, as the case may be, all Licensed Intellectual Property, in each case of (i) and (ii), free and clear of all Liens other than Encumbrances (except Permitted Liens, Encumbrances). The Owned Intellectual Property and Licensed Intellectual Property (iiwhen used within the scope of the applicable IP License) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and collectively constitute all Intellectual Property licensed or sublicensed toused in, or purported necessary and sufficient for the conduct and operation of the Business as currently conducted and as contemplated to be licensed or sublicensed toconducted. The Seller Registered Intellectual Property constitutes all of the Patents, Parent Marks and Domain Names owned by any Seller or any of its Subsidiaries, Transferred Entity or otherwise used or held for use in the conduct and operation of the business of Parent or its Subsidiaries Business as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of ParentEach Seller and each Transferred Entity, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the conduct and operation of the business of Parent and its Subsidiaries as currently conducted does not infringeBusiness, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not in the past six (6) years infringed, misappropriated, diluted or otherwise violated, the and do not currently infringe, misappropriate, dilute, or otherwise violate any Intellectual Property of any other Person. None of the Sellers nor any Transferred Entity is the subject of any pending or, exceptto the Knowledge of the Sellers, in each case, as would not be material to Parent and its Subsidiaries, taken as a wholethreatened Proceedings alleging or involving any of the foregoing. (d) None of the Sellers nor any Transferred Entity has, within the past (6) years, received written notice from a person challenging the ownership, use, validity or enforceability of any Owned Intellectual Property. None of the Sellers nor any Transferred Entity is the subject of any pending or, to the Knowledge of the Sellers, threatened Proceedings alleging or involving any of the foregoing. (e) Except as identified in Section 4.9(e) of the Sellers’ Disclosure Schedule, to the Knowledge of the Sellers, in the past six (6) years, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting, or otherwise violating any Owned Intellectual Property in a manner that would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. No Proceedings have been initiated against any Person by any Seller or any Transferred Entity in the past six (6) years in relation to the Owned Intellectual Property.‌ (f) To the Knowledge of the Sellers, each Seller and each Transferred Entity has taken reasonable measures to protect the confidentiality and value of its confidential information. To the Knowledge of the Sellers, each Seller and each Transferred Entity has not disclosed or authorized or consented to the disclosure of any material confidential information to any Person (including any former or current employee, contractor, or consultant of Seller Parent or any of its Subsidiaries) other than (i) all pursuant to a valid and enforceable written agreement restricting the disclosure and use of such confidential information or (ii) to a Person who otherwise has a duty to protect such confidential information; and to the Knowledge of the Sellers, no person to whom material confidential information has been so disclosed is in violation or any such agreement or has otherwise misappropriated any such material confidential information. (g) To the Knowledge of the Sellers, either a Seller or a Transferred Entity has executed valid and enforceable written agreement with each of their respective former and current and former founders, officers, directors, employees, consultants and independent contractors and consultants who have created, invented been or otherwise developed are currently involved in the development of any Intellectual Property for or on behalf of Parent any Seller or any Transferred Entity, pursuant to which each such Person has or is obligated to assign or has assigned to a Seller or any Transferred Entity all of its Subsidiaries have executed Contracts protecting such Person’s rights, title and interest in and to all Intellectual Property created or developed for any Seller or any Transferred Entity in the confidentiality ofcourse of such person’s involvement, employment or retention thereby, and irrevocably assigning which assignment is valid under applicable Law (an “Invention Assignment Agreement”).‌ (h) To the Knowledge of the Sellers and except as identified in Section 4.9(h) of the Sellers’ Disclosure Schedule, all Business Software, was created and developed solely by employees of any Seller or any Transferred Entity within the scope of their employment.‌ (i) To the Knowledge of the Sellers and except as identified in Section 4.9(i) of the Sellers’ Disclosure Schedule, no open source software is or has been included, incorporated or embedded in, linked to, combined or distributed with, or otherwise transferring to Parent used in connection with, any Business Software or any products of its Subsidiaries all rights any Seller or any Transferred Entity, in each case, in a manner that requires or obligates any Seller or any Transferred Entity to: (i) disclose, such Intellectual Property and contribute, distribute, license or otherwise make available to any Person (including any open source community) any source code included in the Business Software; (ii) license any Business Software for making modifications or derivative works; (iii) disclose, contribute, distribute, license or otherwise make available to any Person any Business Software for no current or former employeenominal charge; or (iv) grant a license to, contractor or consultant of Parent refrain from asserting or any of its Subsidiaries owns any rightenforcing, title or interest in or to any of the Parent Owned Intellectual Property.; in a manner that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Knowledge of the Sellers, each Seller and each Transferred Entity is in compliance with all material terms and conditions of any appliable licenses for open source software used in the Business.‌ (ej) Parent To the Knowledge of the Sellers and its Subsidiaries except as identified in Section 4.9(j) of the Sellers’ Disclosure Schedule, no funding, facilities, or personnel of any Governmental Entity or any university, college, or other educational institution, or research center are or were used, in whole or in part, in the development of any Owned Intellectual Property in a manner that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Knowledge of the Sellers and except as identified in Section 4.9(j) of the Sellers’ Disclosure Schedule, no former or current employee, consultant or independent contractor of any Seller or any Transferred Entity who contributed to the creation or development of any Owned Intellectual Property has performed services for the government or a university, college, other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for any Seller or any Transferred Entity in a manner that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.‌ (k) Each Seller and each of the Transferred Entities takes and has taken reasonable measures to maintain and protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, securityperformance, confidentiality, integrity and availability security of its IT Systems (and all Software, information and data stored or contained therein or transmitted thereby). The IT Systems (i) are adequate and sufficient (including with respect to working condition and capacity) for the operation of the Business as currently conducted and as contemplated to be conducted, and (ii) do not, to the Knowledge of the Sellers, contain any defect, viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that: (A) disrupt or adversely affect the functionality of any IT Systems; or (B) enable or assist any Person to access without authorization any IT Systems, except, in either case of (A) or (B), to the extent such disruption or unauthorized access would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (l) In the past five (5) years, there have been no (i) material security breaches, unauthorized access to, use or disclosure of, intrusions of, or other incidents related to, any the IT Systems or data (including Personal Information) Processed by or on behalf of any Seller or any Transferred Entity or (ii) failures, breakdowns, continued substandard performance, outages or unscheduled downtime or other adverse events affecting any of the IT Assets Systems that have caused or resulted in a material disruption to the operation of the Business. Each Seller and Sensitive each Transferred Entity has implemented and maintained reasonable back-up and disaster recovery arrangements in the event of a failure of the IT Systems. (m) For the past three (3) years, (i) each Seller and each Transferred Entity and, to the Knowledge of the Sellers, any Person acting for or on behalf of any Seller or any Transferred Entity is, and has been in compliance with all Privacy Requirements, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) none of the Sellers, the Transferred Entities nor any third party acting on their behalf has received any written notice of any claims, charges investigations or regulatory inquiries related to or alleging the violation of any Privacy Requirements, and (iii) to the Knowledge of the Sellers, there are no facts or circumstances that could reasonably form the basis of any such claim, charge, investigation or regulatory inquiry. (n) Each Seller and each Transferred Entity has (i) implemented and for the past five (5) years maintained reasonable and appropriate security procedures and practices, including technical and organizational safeguards, designed to protect all Personal Information from and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized processing, disclosureaccess, use, access or unlawful destructionmodification, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiariesdestruction or disclosure, and (Bii) taken at least industry standard reasonable steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted third party with access to Sensitive any Personal Information collected by or on behalf of Parent and its Subsidiaries any Seller or any Transferred Entity has implemented and maintained maintains the same and (iii) Parent same. To the Knowledge of the Sellers, no third party has not received provided any written claims, notices or complaints with respect Personal Information to any Seller or any Transferred Entity in violation of the foregoingapplicable Privacy Requirements. (ho) None of the IT Assets, include Sellers or any malicious code, program Transferred Entity has provided or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed been legally required to damage, destroy, disable, erase, impede the operation of, allow provide any notice to any person in connection with an unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Personal Information. (ip) Except as None of the Sellers or any Transferred Entity is subject to any contractual requirement or other legal obligation that, following the Closing, would not have a Parent Material Adverse Effect, prohibit Buyer or any Transferred Entity from Processing any Personal Information in the execution, delivery manner in which the Sellers and performance the Transferred Entities Processed such Personal Information prior to the Closing. The transfer of Personal Information in connection with the transactions contemplated by this Agreement and the consummation of the Transactions do will not violate any Parent Privacy Obligations Requirements as they currently exist or as they existed at any time during which any of the date hereof relating to Sensitive Personal Information as it exists as of the date hereofwas collected or obtained.

Intellectual Property; Data Privacy. (a) Except Section 5.11(a) of the Seller Disclosure Schedule contains a true and correct list as would not have a Parent Material Adverse Effect, Parent and its Subsidiaries (i) are of the sole and exclusive owners date hereof of all Intellectual Property owned that has issued or purported is registered or is subject to an application for issuance or registration that is included in the Transferred Owned Intellectual Property (collectively, the “Owned Registered Intellectual Property”). For each such item of Intellectual Property, Section 5.11(a) of the Seller Disclosure Schedule includes, where applicable, as of the date hereof (i) the current owner (including, with respect to Internet domain names and the current registrant), (ii) the jurisdiction where the application, registration or issuance is filed, (iii) the application, registration and issue number and (iv) the application, registration or issue date. (b) The issued and registered Intellectual Property required to be owned by Parent disclosed in Section 5.11(a) of the Seller Disclosure Schedule is subsisting, and, to the Knowledge of Seller, valid and enforceable. Prior to the Reorganization, (i) Seller, BSAI or any of its Subsidiaries an Acquired Company, as applicable, exclusively own all Transferred Owned Intellectual Property, and (ii) all other Intellectual Property primarily used, practiced or held for use or practice in the Business (the “Parent Owned Intellectual PropertyLicensed Business IP”) is validly licensed to Seller, BSAI or an Acquired Company, in each case of (i) and hold all right(ii), title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Liens, except for Permitted Liens. Immediately following the Closing, an Acquired Company will be the sole and exclusive owner of all Transferred Owned Intellectual Property, in each case, to the same extent as such rights were held by Seller, BSAI or an Acquired Company immediately prior to the Closing. Each of Seller, BSAI and their respective Affiliates (including each of the Acquired Companies) have taken commercially reasonable actions necessary to maintain the confidentiality of all material Trade Secrets used in the Business. The (x) Transferred Owned Intellectual Property; (y) Licensed Business IP licensed under a Transferred Contract; and (z) Intellectual Property the benefit of which is provided to the Acquired Companies under the Transition Services Agreement constitute all of the Intellectual Property that is necessary and sufficient for the conduct and operation of the Business as currently conducted in all material respects, except for any Intellectual Property, including third-party software and other services, that Seller and Buyer agree in writing is specifically excluded from provision under the Transition Services Agreement and as to which such parties agree Seller is not required to provide any substitute or replacement. (c) To the Knowledge of Seller, the operation of the Business has not, since January 1, 2018, infringed, misappropriated, diluted or otherwise violated, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use does not infringe, misappropriate, dilute or violate, any and all Intellectual Property licensed of any Third Party in any manner that would be material and adverse to the Business, taken as a whole. To the Knowledge of Seller, since January 1, 2018, no Person has been or sublicensed tois engaging in any activity that infringes, misappropriates, dilutes or purported violates any of the Transferred Owned Intellectual Property, except for any such infringements, misappropriations, dilutions or violations that do not materially impair the ability of Seller, BSAI or any Acquired Company to be licensed or sublicensed tooperate the Business as conducted on the date of this Agreement. None of Seller, Parent BSAI or any of its Subsidiaries, or otherwise used or held for use in the conduct their respective Affiliates (including any of the business of Parent Acquired Companies) has received any written claim or its Subsidiaries as currently conductednotice from any Person since January 1, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to 2018 through the Knowledge of Parent, threatened in writing date hereof (i) challenging the ownership, enforceability, scopeuse, validity or use by Parent or any of its Subsidiaries enforceability of any Parent Transferred Owned Intellectual Property or (ii) alleging that Parent the operation of the Business by any of Seller, BSAI or any of its Subsidiaries is infringingtheir respective Affiliates (including any of the Acquired Companies) infringes, misappropriatingmisappropriates, diluting dilutes or otherwise violating the violates any Intellectual Property of any Person. (c) To the Knowledge of ParentThird Party in any manner which, no Person is infringingif proven or established, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not reasonably be expected to be material and adverse to Parent and its Subsidiariesthe Business, taken as a whole. (d) Except as would not have a Parent Material Adverse EffectAs of the date of this Agreement, (i) all current and former employeesthere is no pending Action with respect to which Seller, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent BSAI or any of its Subsidiaries have executed Contracts protecting their respective Affiliates (including any of the confidentiality ofAcquired Companies) has been served with written notice, and irrevocably assigning or, to the Knowledge of Seller, any other Action pending or otherwise transferring to Parent threatened against Seller, BSAI or any of its Subsidiaries all rights to, such Intellectual Property and their respective Affiliates (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to including any of the Parent Owned Acquired Companies), in any case, alleging that the operation of the Business since January 1, 2018 infringes, misappropriates, dilutes or violates the Intellectual PropertyProperty of any Third Party. (e) Parent Each of Seller, BSAI and its their respective Subsidiaries (including each of the Acquired Companies), and to the extent related to the Business, takes and has taken commercially reasonable steps to maintain and protect, in all material respects, the performance, integrity and security of the IT Systems (and the performance, integrity, security, and confidentiality of all Software, information and data stored or contained therein or transmitted thereby). The IT Systems included in the Transferred Assets are adequate and sufficient (including with respect to working condition and capacity) for the operation of the Business. To the Knowledge of Seller, there have taken reasonable measures been no (i) material security breaches or unauthorized use, access or intrusions of any IT Systems or (ii) outages of any IT Systems that have caused or resulted in a material disruption to protect the Parent Owned Intellectual PropertyBusiness. In each case, except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Business, there have been no breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of Seller, BSAI or their respective Subsidiaries (to the extent related to the Business) or any of the Acquired Companies or collected, used or processed by or on behalf of Seller, BSAI and their respective Subsidiaries (to the extent related to the Business) or any of the Acquired Companies and none of Seller, BSAI or their respective Subsidiaries (to the extent related to the Business) nor any of the Acquired Companies has provided or been legally required to provide any notices to any Person in connection with a disclosure of Personal Information. (f) Parent isSince January 1, 2018, except as would not, individually or in the aggregate, reasonably be expected to be material and since adverse to the Lookback Date has beenBusiness, in material compliance taken as a whole, each of Seller, BSAI and their respective Subsidiaries (to the extent related to the Business) and the Acquired Companies have at all times complied with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive InformationPrivacy Laws, (ii) all policies and notices regarding Personal Information of Seller, BSAI and their respective Subsidiaries (to the Company’s privacy policy extent related to the Business) and the Acquired Companies, and (iii) any all contractual provisions governing Sensitive obligations of Seller, BSAI and their respective Subsidiaries (to the extent related to the Business) and the Acquired Companies with respect to Personal Information. No Actions are pending or threatened against the Parent relating Each of Seller, BSAI and their respective Subsidiaries (to the collection or use of Sensitive Information or alleging any violation of extent related to the Parent Privacy Obligations. (gBusiness) Since and the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries Acquired Companies have (A) implemented and and, since January 1, 2018, maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable technical and organizational safeguards to protect, in all material respects, Personal Information and other confidential data backupin their possession or under their control against loss, disaster avoidance and recovery procedures and business continuity procedurestheft, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from misuse or unauthorized processing, disclosureaccess, use, access or unlawful destructionmodification, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiariesdestruction or disclosure, and (B) taken at least industry standard commercially reasonable steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted third party with access to Sensitive Personal Information collected by or on behalf of Parent Seller, BSAI and its their respective Subsidiaries (to the extent related to the Business) or any of the Acquired Companies has implemented and maintained the same and same. None of Seller, BSAI or their respective Subsidiaries (iiito the extent related to the Business) Parent or any of the Acquired Companies has not been charged with, or received any written claimsnotice of any claims of, notices or complaints investigations or inquires related to, the violation of any Privacy Laws, applicable privacy policies, or contractual commitments with respect to Personal Information in any of the foregoingmaterial respect. (hg) None The transfer of Personal Information in connection with the IT Assetstransactions contemplated by this Agreement complies with all applicable Privacy Laws and applicable privacy policies of Seller, include any malicious codeBSAI and their respective Subsidiaries (to the extent related to the Business) and the Acquired Companies, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except except as would not have a Parent Material Adverse Effectnot, individually or in the executionaggregate, delivery reasonably be expected to be material and performance of this Agreement and adverse to the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereofBusiness.

Intellectual Property; Data Privacy. (a) Except as would not have Section 3.9(a) of the Seller Disclosure Letter sets forth a Parent Material Adverse Effect, Parent true and its Subsidiaries complete list of all (i) are patents and patent applications owned by the sole Acquired Subsidiaries, (ii) registered Trademarks and exclusive owners applications for registrations of all Trademarks owned by the Acquired Subsidiaries, (iii) registered copyrights and applications for registrations of copyrights owned by the Acquired Subsidiaries, (iv) Domain Names owned by the Acquired Subsidiaries and (v) other Intellectual Property owned or purported to be owned by Parent or any of its the Acquired Subsidiaries (collectively, the “Parent Owned Intellectual Property”). Any Intellectual Property other than Owned Intellectual Property used in the operation of the Business is used by the Acquired Subsidiaries pursuant to a valid Contract (together with the Owned Intellectual Property, the “Business Intellectual Property”). The Acquired Subsidiaries exclusively own all right, title and interest in and to each item of Owned Intellectual Property, and have a valid and enforceable right or license to use all other Business Intellectual Property used in or necessary for the operation of the Business as currently conducted, free and clear of all Liens other than Permitted Liens. Each item of Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration) is valid, subsisting, and hold enforceable. No Proceeding or Contract exists restricting the Acquired Subsidiaries’ use or enjoyment of, any right in any Owned Intellectual Property. All of the registrations, issuances and applications set forth on Section 3.9(a) of the Seller Disclosure Letter (except any Embarq Marks other than the Embarq Federal Registration) are valid, in full force and effect and have not expired or been cancelled, abandoned or otherwise terminated, and payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, have been duly made. (b) Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, the operation or conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person. Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, there are no Proceedings pending or, to the Knowledge of Sellers, threatened, alleging any such infringement or violation or challenging any Seller’s or its Subsidiaries’ (including the Acquired Subsidiaries’) rights in or to any Business Intellectual Property and, to the Knowledge of Sellers, there is no existing fact or circumstance that would reasonably be expected to give rise to any such Proceeding. To the Knowledge of Sellers, no Person is infringing or otherwise violating any Owned Intellectual Property. (c) The Business Intellectual Property is sufficient for Purchaser to operate the Business from and after the Closing Date in all material respects as operated immediately prior to the Closing Date. The consummation of the Transactions contemplated by this Agreement will not impair any right of the Purchaser in or to any Business Intellectual Property in existence immediately prior thereto. (d) The Sellers have taken commercially reasonable measures to protect the Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration). (e) Each present or past employee, officer, consultant or any other Person who created or contributed to any Owned Intellectual Property has (i) conveyed to an Acquired Subsidiary or an Affiliate of an Acquired Subsidiary any and all right, title and interest in and to all Parent such Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed that was developed by such Person in connection with such Person’s employment or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use engagement by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horseAcquired Subsidiary,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.

Intellectual Property; Data Privacy. (a) Except as would not have a Parent Material Adverse Effect: (a) All registrations and applications included in the Owned Intellectual Property as of the date hereof are set forth on Schedule 3.11(a) (collectively, Parent the “Registered Intellectual Property”), specifying as to each such item, as applicable, the (i) owner (and, with respect to any and all domain name registrations, the applicable registrar), (ii) jurisdiction to which the application or registration applies, (iii) application or registration number and (iv) application or registration date. None of the Registered Intellectual Property has been adjudged invalid or unenforceable in whole or in part and, to the knowledge of the Partnership, all Registered Intellectual Property is otherwise valid, subsisting and enforceable. The Partnership and its Subsidiaries have paid all registration, maintenance and renewal fees and have made all filings required to maintain their respective ownership of, and the validity and enforceability of, the Registered Intellectual Property. (ib) are the sole The Partnership and exclusive owners of all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (solely and exclusively own the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property each case, free and clear of all Liens other than except Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct . The consummation of the business of Parent Transactions will not alter, encumber, impair or its Subsidiaries as currently conducted, free and clear of extinguish any Liens other than Permitted Liens. (b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any PersonProperty. (c) To During the Knowledge Lookback Period, (i) neither the Partnership nor any of Parentits Subsidiaries has infringed, no Person misappropriated or otherwise violated, or is infringing, misappropriating, diluting misappropriating or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violatedviolating, the Intellectual Property of any other Person, except(ii) to the knowledge of the Partnership, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, the Owned Intellectual Property, (iii) there have been no Actions pending or, to the knowledge of the Partnership, threatened in each casewriting against the Partnership or any of its Subsidiaries (A) challenging or seeking to deny or restrict, as would not be material to Parent and the rights of the Partnership or any of its SubsidiariesSubsidiaries in any of the Owned Intellectual Property, taken as a wholeor (B) alleging that the use any Intellectual Property or any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Partnership or any of its Subsidiaries do or may conflict with, infringe, misappropriate or otherwise violate any Intellectual Property of any third party, or (iv) alleging that the Partnership or any of its Subsidiaries have infringed, misappropriated or otherwise violated any Intellectual Property of any third party. (d) Except as would not The Partnership and its Subsidiaries have a Parent Material Adverse Effecttaken commercially reasonable actions to maintain the confidentiality of its material trade secrets. None of such trade secrets have been disclosed other than to employees, contractors, consultants, representatives and agents of the Partnership or any of its Subsidiaries under written confidentiality agreements or similar circumstances of confidentiality. (ie) all During the Lookback Period, the Partnership and its Subsidiaries have entered into binding, written agreements with the current and former employees, employees and independent contractors of the Partnership and consultants its Subsidiaries who have created, invented or otherwise developed any material Intellectual Property for or on behalf of Parent the Partnership or any of its Subsidiaries have executed Contracts protecting Subsidiaries, the confidentiality ofownership of which does not initially vest with such Persons by operation of law, whereby such employees and irrevocably assigning independent contractors (i) presently assign to the Partnership or otherwise transferring to Parent or any of its Subsidiaries any ownership interest and right they may have in all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of acknowledge the Parent Owned Intellectual Property. (e) Parent Partnership’s and its Subsidiaries have taken reasonable measures to protect the Parent Owned Subsidiaries’ ownership of all such Intellectual Property. (f) Parent is, and since No software included in the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including Owned Intellectual Property or otherwise distributed or made available by the Partnership or any of its Subsidiaries to any third party (i) all applicable Laws regarding the collectioncontains any worm, use and protection bomb, backdoor, clock, timer, or other disabling device code, design or routine which can cause software to be erased, inoperable, or otherwise incapable of Sensitive Informationbeing used, either automatically or upon command, (ii) contains, is derived from, or links to “open source” software or other software code that is licensed under any terms or conditions that require that any software be (A) made available or distributed in source code form, (B) licensed for the Company’s privacy policy and purpose of making derivative works, (C) licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind, or (D) redistributable at no charge, or (iii) is subject to any contractual provisions governing Sensitive Information. No Actions are pending agreement under which any third party has any current or threatened against contingent right to access or possess any source code owned by the Parent relating Partnership or any of its Subsidiaries (except for employees and Service Providers to the collection extent necessary to provide services to the Partnership or use any of Sensitive Information or alleging any violation of the Parent Privacy Obligationsits Subsidiaries who are subject to reasonable confidentiality obligations) and no such source code has been released. (g) Since No facilities or resources (including funds) of a university, college, other educational institution, research center or Governmental Entity have been used in the Lookback Datedevelopment of any Owned Intellectual Property, to the extent that the foregoing would require the Partnership or any of its Subsidiaries to grant ownership of, or a license to, such Intellectual Property to any such Persons. No Governmental Entity has, by Contract or otherwise, any government purpose, march-in rights or ownership interest in or to any Owned Intellectual Property, and neither the Partnership nor any of its Subsidiaries (i) none of Parent is under any obligation, by Contract or its Subsidiaries has experienced a material Sensitive Information Breach; otherwise, to (A) exclusively license, (B) transfer, (C) forfeit or (D) otherwise grant any rights to any Owned Intellectual Property to any Governmental Entity or Governmental Entity designee and (ii) Parent have been notified in writing of any such obligation. (h) The IT Assets are in good working condition and operate and perform in accordance with their documentation and functional specifications and otherwise in a manner that permits the Partnership and its Subsidiaries to conduct their respective businesses. During the Lookback Period, the Partnership and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of taken commercially reasonable data backupactions to maintain the confidentiality, operation, continuity, disaster avoidance recovery, security and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the its material IT Assets and Sensitive Information from unauthorized processingall data, disclosureincluding Personal Data, use, access Processed by or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity on behalf of the data and Personal Information processed by Parent Partnership and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that protect the foregoing against any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected unauthorized, access, interruption, modification or corruption. During the Lookback Period, there has been no unauthorized access, or other compromise, malfunction, or security breach of any of the IT Assets or any data, including Personal Data, Processed by or on behalf of Parent the Partnership and its Subsidiaries, except for those that have been resolved without material cost, liability or the duty to notify any Person. During the Lookback Period, the Partnership and each of its Subsidiaries has implemented have periodically monitored and maintained the same assessed security risks and (iii) Parent has not received any written claimstimely remediated all material threats, notices deficiencies, weaknesses and vulnerabilities identified by such monitoring and assessments, and there are no outstanding material threats, deficiencies, weaknesses or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Informationvulnerabilities. (i) Except as would not The Partnership and each of its Subsidiaries have a Parent Material Adverse Effectimplemented, and, during the executionLookback Period have been in compliance with, delivery commercially reasonable policies and performance procedures, consistent with current industry standards, with respect to the use of this Agreement and the consummation AI Systems by or on behalf of the Transactions do not violate Partnership or any Parent Privacy Obligations as of its Subsidiaries. The Partnership and its Subsidiaries are in compliance with all Applicable Data Protection Requirements and applicable Laws (including any AI Act) and binding material Contracts and industry standard policies, protocols and procedures, including those relating to the ethical or responsible use of AI Systems, including such policies, protocols and procedures for identifying and mitigating bias in training data or in the algorithmic models used in any AI Systems. During the Lookback Period, no Action (or, to the knowledge of the date hereof relating to Sensitive Information as it exists as Partnership, investigation) has been pending or threatened in writing alleging any non-compliance with any Applicable Data Protection Requirements or such applicable Laws (including any AI Act) by the Partnership or any of its Subsidiaries. The Partnership and its Subsidiaries have not included in any prompts or inputs into any public AI Systems, or used for the date hereoftraining of any public AI Systems, any trade secrets or other confidential information of any Person that is owned or held by the Partnership or any its Subsidiaries. The Partnership and any its Subsidiaries have not used any AI Systems in connection with the development of any Owned Intellectual Property, in a manner that would impair the ownership thereof by the Partnership or any of its Subsidiaries.

Intellectual Property; Data Privacy. (a) Except as would not have Section 3.9(a) of the Seller Disclosure Letter sets forth a Parent Material Adverse Effect, Parent true and its Subsidiaries complete list of all (i) are patents and patent applications owned by the sole Acquired Subsidiaries, (ii) registered Trademarks and exclusive owners applications for registrations of all Trademarks owned by the Acquired Subsidiaries, (iii) registered copyrights and applications for registrations of copyrights owned by the Acquired Subsidiaries, (iv) Domain Names owned by the Acquired Subsidiaries and (v) other Intellectual Property owned or purported to be owned by Parent or any of its the Acquired Subsidiaries (collectively, the “Parent Owned Intellectual Property”). Any Intellectual Property other than Owned Intellectual Property used in the operation of the Business is used by the Acquired Subsidiaries pursuant to a valid Contract (together with the Owned Intellectual Property, the “Business Intellectual Property”). The Acquired Subsidiaries exclusively own all right, title and interest in and to each item of Owned Intellectual Property, and have a valid and enforceable right or license to use all other Business Intellectual Property used in or necessary for the operation of the Business as currently conducted, free and clear of all Liens other than Permitted Liens. Each item of Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration) is valid, subsisting, and hold enforceable. No Proceeding or Contract exists restricting the Acquired Subsidiaries’ use or enjoyment of, any right in any Owned Intellectual Property. All of the registrations, issuances and applications set forth on Section 3.9(a) of the Seller Disclosure Letter (except any Embarq Marks other than the Embarq Federal Registration) are valid, in full force and effect and have not expired or been cancelled, abandoned or otherwise terminated, and payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, have been duly made. (b) Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, the operation or conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person. Except as set forth on Section 3.9(b) of the Seller Disclosure Letter, there are no Proceedings pending or, to the Knowledge of Sellers, threatened, alleging any such infringement or violation or challenging any Seller’s or its Subsidiaries’ (including the Acquired Subsidiaries’) rights in or to any Business Intellectual Property and, to the Knowledge of Sellers, there is no existing fact or circumstance that would reasonably be expected to give rise to any such Proceeding. To the Knowledge of Sellers, no Person is infringing or otherwise violating any Owned Intellectual Property. (c) The Business Intellectual Property is sufficient for Purchaser to operate the Business from and after the Closing Date in all material respects as operated immediately prior to the Closing Date. The consummation of the Transactions contemplated by this Agreement will not impair any right of the Purchaser in or to any Business Intellectual Property in existence immediately prior thereto. (d) The Sellers have taken commercially reasonable measures to protect the Owned Intellectual Property (except any Embarq Marks other than the Embarq Federal Registration). (e) Each present or past employee, officer, consultant or any other Person who created or contributed to any Owned Intellectual Property has (i) conveyed to an Acquired Subsidiary or an Affiliate of an Acquired Subsidiary any and all right, title and interest in and to all Parent such Owned Intellectual Property free that was developed by such Person in connection with such Person’s employment or engagement by such Acquired Subsidiary, (ii) agreed in writing, during and clear after the term of all Liens other than Permitted Liensemployment or contract, to cooperate with such Acquired Subsidiary in the prosecution of any applications filed in connection with such Intellectual Property, and (iii) agreed in writing to keep any confidential information, including trade secrets, of the Acquired Subsidiaries confidential both during and after the term of employment or engagement. (f) With respect to all material Software included in the Owned Intellectual Property (the “Owned Software”, the Acquired Subsidiaries maintain actual possession and control of the applicable source code, object code, notes, documentation and know-how of such Owned Software. The Acquired Subsidiaries have not disclosed source code for any Owned Software to a third party outside of the scope of a written agreement that reasonably protects the rights of the applicable Acquired Subsidiary. (g) All Owned Software (i) is used solely for internal business purposes, (ii) have performs in material conformance with its documentation, (iii) is free from any material software defect, and will continue (iv) does not contain any virus, software routine or hardware component designed to have after the Closing Date) a valid and enforceable license permit unauthorized access or to use disable or otherwise harm any and all Intellectual Property licensed computer, systems or sublicensed tosoftware, or purported any software routine designed to be licensed disable a computer program automatically with the passage of time or sublicensed to, Parent under the positive control of a Person other than an authorized licensee or owner of the software. (h) The Acquired Subsidiaries have not used any of its Subsidiaries, or otherwise used or held for use “open source” software in the conduct of the business Business in a manner that would obligate any Acquired Subsidiary to make available to any Person any Owned Software or any Software included in the Seller Intellectual Property without payment of Parent fees or its Subsidiaries as currently conductedroyalties, free and clear or that does or may require disclosure of any Liens other than Permitted Lienssuch Owned Software or Software included in the Seller Intellectual Property in source code form. (bi) No claims All IT Assets used by the Acquired Subsidiaries (i) operate and perform in all material respects in conformance with their documentation and functional specifications, (ii) are pending orfree from any material Software defect and (iii) do not contain, and the Sellers have used commercially reasonable efforts to prevent the introduction of, any virus, software routine, malware, hardware component, disabling code or instructions, spyware or other vulnerabilities designed to permit unauthorized access or to disable or otherwise harm any IT Assets in any material respects. Since January 1, 2018, (1) no IT Assets have experienced or been affected by any failures, breakdowns or other adverse events that have caused any material disruptions or interruptions to the Business and (2) except as set forth on Section 3.9(i) of the Seller Disclosure Letter, none of the Acquired Subsidiaries or any IT Assets has experienced or been affected by any material data security incidents, breaches or unauthorized access, use, control, disclosure, destruction or modification of any Personal Information owned, controlled, maintained, received, collected, used, stored or processed by the Acquired Subsidiaries, including any unauthorized access, use or disclosure of Personal Information that would constitute a breach of any Information Privacy Law or for which notification to individuals and/or Governmental Entities is required under any applicable Law. (j) The Acquired Subsidiaries have adopted, and are and have been in compliance with, commercially reasonable policies and procedures applicable to the Acquired Subsidiaries with respect to privacy, data protection, processing, security and the collection, use, storage and processing of Personal Information gathered or accessed in the course of the operation of the Business. Sellers and the Acquired Subsidiaries have implemented and maintain a reasonable enterprise-wide data security program, including reasonable and appropriate administrative, physical, and technical safeguards consistent with industry best practices, to protect Personal Information and the IT Assets from unauthorized access, use, control, disclosure, destruction or modification. (k) The Acquired Subsidiaries are, and since January 1, 2018 have been, in compliance in all material respects with (i) all Information Privacy Laws, (ii) the Payment Card Industry Data Security Standard, issued by the Payment Card Industry Security Standards Council, as revised from time to time, and (iii) their internal and public-facing policies relating to privacy, data protection, data or privacy breach notification and personally identifiable information (“Business Privacy Policies”). Except as set forth on Section 3.9(k) of the Seller Disclosure Letter, since January 1, 2018, none of Sellers and the Acquired Subsidiaries have received written notice of any Proceedings with respect to Information Privacy Laws and Business Privacy Policies relating to the Business, and to the Knowledge of Sellers, neither the Acquired Subsidiaries nor the Business is under investigation by any Governmental Entity for any violation of any Information Privacy Laws. Since January 1, 2018, except as set forth on Section 3.9(k) of the Seller Disclosure Letter, none of Sellers and the Acquired Subsidiaries have been legally required to provide any notices to Governmental Entities, data owners or individuals in connection with a loss or disclosure of, or unauthorized access to, Personal Information, nor have any of Sellers and the Acquired Subsidiaries provided any such notices, in each case in connection with the Business. The execution, delivery and performance of this Agreement, any of the other Transaction Agreements and the consummation of the Transactions, in each case by Sellers and the Acquired Subsidiaries, will not violate any Information Privacy Law or Business Privacy Policy as it currently exists or as it existed at any time during which any applicable Personal Information was collected or obtained by the Acquired Subsidiaries and, to the Knowledge of ParentSellers, threatened in writing (i) challenging immediately following the ownershipClosing, enforceability, scope, validity or the Acquired Subsidiaries will own and continue to have the right to use by Parent or any of its all such Personal Information on the same terms and conditions as the Acquired Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating enjoyed immediately prior to the Intellectual Property of any PersonClosing. (cl) To The Customer Database is accessible and usable in all material respects by the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each caseAcquired Subsidiaries, as would not be material to Parent and its Subsidiariesapplicable, taken as a whole. (d) for the purposes for which it is used in the Ordinary Course of Business. Except as would not have a Parent Material Adverse Effectreasonably be expected to be material to the Business or the Acquired Subsidiaries and assuming the execution, delivery and performance of the Transition Services Agreement by all parties thereto, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent and its Subsidiaries have taken reasonable measures to protect the Parent Owned Intellectual Property. (f) Parent is, and since the Lookback Date has been, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use and protection of Sensitive Information, (ii) the Company’s privacy policy and (iii) any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiaries, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoing. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, neither the execution, delivery and performance of this Agreement and or any other Transaction Agreement, nor the consummation of the Transactions do not violate Transactions, in each case by Sellers and the Acquired Subsidiaries, shall adversely affect the Acquired Subsidiaries’ right to use the Customer Database, and immediately following the Closing, the Acquired Subsidiaries will continue to have the right to use the Customer Database in a substantially similar manner as the Acquired Subsidiaries enjoyed immediately prior to the Closing and (ii) no third party has asserted or threatened to assert any Parent Privacy Obligations as claim for misappropriation of trade secrets or breach of any implied or express contractual duty relating to the use of information in the Customer Database in connection with the operation of the date hereof relating to Sensitive Information as it exists as of the date hereofBusiness.

Intellectual Property; Data Privacy. (a) Section 4.20 of the Seller Disclosure Schedule contains a complete and accurate list of all of Seller and each Subsidiary’s material U.S. and foreign (i) trademark or service ▇▇▇▇ registrations and applications, (ii) copyright registrations and applications, and (iii) Internet domain names. Neither Seller nor any of the Subsidiaries owns any patents or patent applications. Except as would not have reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse EffectEffect on Seller, Parent Seller and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned own or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any all Seller Intellectual Property, free and clear of all Liens and royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The Seller Intellectual Property constitutes all of the Intellectual Property reasonably necessary to carry on the business of Seller and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller, the Seller Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither Seller nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of the Seller Intellectual Property. To the knowledge of Seller, neither the Seller Intellectual Property nor the conduct of the business of Seller and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller, and Seller has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of Seller, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or sublicensed to, or purported to be licensed or sublicensed to, Parent by Seller or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens. (b) No no such claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use have been made against a third party by Parent Seller or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person. (c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property. (e) Parent . Seller and its Subsidiaries have taken commercially reasonable measures precautions to protect the Parent Owned secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes of this Agreement, “Intellectual Property. ” means trademarks, service marks, brand names, internet domain names, computer programs, whether in source code or object code form (f) Parent isincluding any and all software implementation of algorithms, models and methodologies), and since all documentation (including user manuals and training materials) related to the Lookback Date has beenforegoing, but excluding off-the-shelf software (“Software”), logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in material compliance with all Parent Privacy Obligations, including (i) all applicable Laws regarding the collection, use any jurisdiction; trade secrets and protection know-how; copyrights and registrations or applications for registration of Sensitive Information, (ii) the Company’s privacy policy and (iii) copyrights in any contractual provisions governing Sensitive Information. No Actions are pending or threatened against the Parent relating to the collection or use of Sensitive Information or alleging any violation of the Parent Privacy Obligations. (g) Since the Lookback Date, (i) none of Parent or its Subsidiaries has experienced a material Sensitive Information Breach; (ii) Parent and its Subsidiaries have (A) implemented and maintained at least industry standard administrative, technical, organizational and physical safeguards, including the implementation of commercially reasonable data backup, disaster avoidance and recovery procedures and business continuity procedures, designed to protect the privacy, security, confidentiality, integrity and availability of the IT Assets and Sensitive Information from unauthorized processing, disclosure, use, access or unlawful destruction, loss or alteration, taking into account the likelihood and severity of any potential harm, the context of use, the risks to and sensitivity of the data and Personal Information processed by Parent and its Subsidiariesjurisdiction, and (B) taken at least industry standard steps designed to ensure that any Person to whom Parent and its Subsidiaries have granted access to Sensitive Information collected by renewals or on behalf of Parent and its Subsidiaries has implemented and maintained the same and (iii) Parent has not received any written claims, notices or complaints with respect to any of the foregoingextensions thereof. (h) None of the IT Assets, include any malicious code, program or other internal component (e.g., computer virus, “Trojan horse,” computer worm, computer time bomb or similar component) that is designed to damage, destroy, disable, erase, impede the operation of, allow unauthorized access to or otherwise alter or harm any such IT Assets or present a material risk of disclosure of Sensitive Information. (i) Except as would not have a Parent Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not violate any Parent Privacy Obligations as of the date hereof relating to Sensitive Information as it exists as of the date hereof.