Common use of Intellectual Property; Data Privacy Clause in Contracts

Intellectual Property; Data Privacy. (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all registered Patents, Patent applications, Xxxx registrations, Xxxx applications, registered Copyrights, Copyright applications and domain name registrations, in each case owned or purported to be owned by the Company or any of its Subsidiaries (“Registered IP”) and 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, and interest in and to the Registered IP, (ii) own all 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). The Company IP comprises all of the Intellectual Property used or held for use in connection with the operation of the business of the Company and its Subsidiaries as currently conducted and as currently proposed to be conducted. The Company and its Subsidiaries have taken reasonable steps to protect, maintain 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, since January 1, 2019, neither the Company nor any of its Subsidiaries is, and the operation of the Company’s and its Subsidiaries’ businesses as currently conducted is not, Infringing the Intellectual Property of any other person 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 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. (c) Except as would not have or reasonably be expected to have a 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) the termination of any license of Intellectual Property to the Company or any of its Subsidiaries by a third person or (ii) the granting by the Company or any of its Subsidiaries of any license or rights to any Intellectual Property. (d) Neither the Company nor any of its Subsidiaries is not under any obligation to license any material Intellectual Property to any Governmental Entity because it has received funding to develop such Intellectual Property from a Governmental Entity. Neither the 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) 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 been accessed by any person, or has been authorized to be disclosed or has been actually disclosed by the Company 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) To the knowledge of the Company, no employee of the Company 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 breach of any Contract with any former employer or other person concerning Intellectual Property or confidentiality due to his or her activities as an employee of the Company or its Subsidiaries. (g) None of the software owned by the Company or its Subsidiaries contains, 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; such software collectively referred to as “Open Source Software”) 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 (other than modifications to such Open Source Software). To the knowledge of the Company, all Open Source Software distributed by the Company and its Subsidiaries is distributed in material compliance with the applicable Open Source License, except as would not have 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 Personal Data. (h) 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 Company or a Subsidiary has any current or contingent access or possession of (or the right to access or possess) such source code, and no such source code will be required to be released (from escrow or otherwise) in connection with the transactions 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 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 violation of Personal Data or Data Protection Obligations. (j) The execution, delivery and performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; the consummation of the Merger; or any of the 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 Company, 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) Section 3.14(a3.13(a) of the Company Disclosure Schedule Schedules sets forth a correct and complete and accurate list of all registered Patents, Patent applications, Xxxx registrations, Xxxx applications, registered Copyrights, Copyright applications and domain name registrations, in each case owned or purported to be owned by the Company or any of its Subsidiaries (“Registered IP”) and any material unregistered Marks owned or purported to be owned by the Company or its Subsidiaries, and specifiesindicating for each item, where as 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, the name of the applicant/registrant and interest in current legal and to the Registered IP, beneficial owner(s); (ii) own all other material proprietary Intellectual Property purported to be owned by the Companyjurisdiction where the application/registration is located (or, for Internet domain names, the applicable registrar); and (iii) the application or registration number. All registration, maintenance, renewal and annuity fees and required documents to be filed in connection with Company Registered IP have valid and continuing rights been (or will be, prior to use and otherwise exploit all other Intellectual Property usedClosing) timely paid or filed, held for useas the case may be. No Company Registered IP is subject to any outstanding Order adversely affecting the validity or enforceability of, or practiced by the business as currently conducted and as currently proposed to be conducted Group Company’s ownership or use of, or rights in or to, any such Company Registered IP. (“b) The Group Companies exclusively own all Company IP”), in each of the foregoing clauses (i)-(ii)Intellectual Property, free and clear of all Liens (other than Permitted Liens). The Company IP comprises all . (c) To the knowledge of the Company, the Group Companies own or have sufficient and valid rights to use all Intellectual Property Rights material to, and used in or held for use in connection with necessary for, the operation conduct of the business of the Company and its Subsidiaries their businesses as currently conducted and as currently proposed planned to be conducted. The Company , and its Subsidiaries have taken reasonable steps all such rights shall survive the consummation of the transactions contemplated by this Agreement, without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to protect, maintain and enforce their respective rights in their any such Intellectual Property and confidential information of third persons provided to the Company or any of its SubsidiariesRights. (bd) To the Company’s knowledge, since January 1, 2019, neither the Company nor any of its Subsidiaries is, Except as has not resulted in and the operation of the Company’s and its Subsidiaries’ businesses as currently conducted is not, Infringing the Intellectual Property of any other person 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 haveresult in, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2019material liability to any Group Company, to the knowledge of the Company’s knowledge, no third party the conduct of the business of the Group Companies does not infringe, misappropriate or otherwise violate, and has Infringed not infringed, misappropriated or is Infringing otherwise violated in the past three (3) years, any Intellectual Property owned by Rights of any other Person, whether directly or indirectly. No Group Company has received any written claim, notice, invitation to license or similar communication within the past three (3) years, and there is no Proceeding pending or threatened against any Group Company, (i) alleging any of the foregoing or (ii) contesting or challenging the use, validity, enforceability or ownership of any Company Intellectual Property. (e) Except as has not been, and would not reasonably be expected to be, individually or its Subsidiaries in the aggregate, material to any material respect andGroup Company, to the knowledge of the Company, no such activity Person is occurring that infringing, misappropriating or otherwise violating, or has resulted infringed, misappropriated or otherwise violated in a material liability the past three (3) years, any Company Intellectual Property, whether directly or indirectly. No Group Company has asserted, or threatened to assert, any Proceeding against any Person regarding any of the Company and its Subsidiaries, taken as a wholeforegoing. (cf) Except as would not The Group Companies have taken commercially reasonable steps to protect and preserve the confidentiality of all material Trade Secrets that are owned, used or reasonably be expected held for use by the Company. No such Trade Secrets have been made available to have a Material Adverse Effector, to the consummation knowledge of the Merger will notCompany, under discovered by, any Material Contract required Person except pursuant to be listed on Section 3.10(a)(xii) of the Company Disclosure Schedule, result in valid and appropriate confidentiality and non-disclosure obligations requiring any such Person (i) to maintain the termination of any license of Intellectual Property to the Company or any of its Subsidiaries by a third person or confidentiality thereof and (ii) the granting not to use such Trade Secrets except as authorized by the Company or Company, and such obligations have not, to the knowledge of the Company, been breached by any of its Subsidiaries of party thereto in any license or rights to any Intellectual Propertymaterial respect. (dg) Neither All current employees, consultants, advisors and independent contractors of the Company nor any of its Subsidiaries is not under any obligation Group Companies who have contributed to license any material Intellectual Property to any Governmental Entity because it has received funding to develop such Intellectual Property from a Governmental Entity. Neither the Company nor any Subsidiary is now creation 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) Each current and former officer, employee, consultant, independent contractor, or other personnel engaged in the development of any material Intellectual Property Rights for or technology for the on behalf of any Group Company or its Subsidiaries has have executed and delivered to such Group Company a proprietary information written, valid and confidentiality agreement, which, enforceable Contract containing an irrevocable present assignment to the extent permitted by Law, assigns ownership such Group Company of all material such Person’s right, title and interest in any such 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 theretoRights. To the knowledge of the Company, there has not been any breach no employee, consultant, advisor or independent contractor of any Group Company retains or claims to retain any rights in, nor has any of the foregoing by a party thereto. No trade secrets have been accessed by any personthem filed an application to register, or has been authorized to be disclosed or has been actually disclosed by the Company 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 EffectIntellectual Property Rights. (fh) To the knowledge of the Company, no employee of the Company 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 breach of any Contract with any former employer or other person concerning Intellectual Property or confidentiality due to his or her activities as an employee of the Company or its Subsidiaries. (g) None of the software owned by the Company or its Subsidiaries contains, 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; such software collectively referred to as “Open Source Software”) 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 (other than modifications to such Open Source Software). To the knowledge of the Company, all Open Source Software distributed by the Company and its Subsidiaries is distributed in material compliance with the applicable Open Source License, except as would not have 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 Personal Data. (h) 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 Company or a Subsidiary has any current or contingent access or possession of (or the right to access or possess) such source code, and no such source code will be required to be released (from escrow or otherwise) in connection with the transactions 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 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 violation of Personal Data or Data Protection Obligations. (j) The execution, delivery and performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; the consummation of the Merger; or any of the 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 Company, 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 all material respects in accordance with their documentation and functional specifications and otherwise as required by the Group Companies in connection with their businesses, (ii) since January 1, 2019, there have been no outages of not materially malfunctioned or performance degradation failed to function in the IT Assetspast three (3) years and (iii) are free from any material disabling codes or instructions, in each casespyware, except as would not be trojan horses, worms, viruses 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 other software routines that facilitate or theft, or accidental, unlawful or cause unauthorized access to, or usedisruption, alterationimpairment, destruction, loss, modification, compromisedisablement, or other unauthorized disclosure of IT Assets or Personal Datadestruction of, software, data or other data security incidents (“Security Incident”)materials. Except as set out in Section 3.14(l) To the knowledge of the Company Disclosure Schedule, to the Company’s knowledge, in the past three (3) years, there has been no unauthorized access to or unauthorized use of any Company IT Assets in any material respect. To the knowledge of the Company, the Group Companies have implemented reasonable backup and disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and security of the Company IT Assets, as applicable. (i) The Group Companies have complied in all material respects with all Privacy Laws and Company Privacy Commitments and, to the knowledge of the Company, no circumstance has arisen in which Privacy Laws, or any applicable guidance or codes of practice promulgated under Privacy Laws, would require any Group Company to notify a Governmental Entity or any individual of any actual or suspected unauthorized access or use of Personal Information. In the past three (3) years, no Group Company has received any written notice, order, inquiry, investigation, complaint or other communication alleging non-compliance with any Privacy Laws or Company Privacy Commitments. (j) To the knowledge of the Company, there has been no material Security Incidentsloss, except in each case as would not have theft, misuse of, 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 to, use, modification or disclosure of Personal DataInformation Processed by or on behalf of any Group Company. (m) For purposes of this Agreement:

Intellectual Property; Data Privacy. (a) Section 3.14(a4.13(a) of the Company Disclosure Schedule Schedules sets forth a correct and complete and accurate list of all registered Patents, Patent applications, Xxxx registrations, Xxxx applications, registered Copyrights, Copyright applications and domain name registrations, in each case owned or purported to be owned by the Company or any of its Subsidiaries (“Registered IP”) and any material unregistered Marks owned or purported to be owned by the Company or its Subsidiaries, and specifiesindicating for each item, where as 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, the name of the applicant/registrant and interest in current legal and to the Registered IP, beneficial owner(s); (ii) own all other material proprietary Intellectual Property purported to be owned by the Companyjurisdiction where the application/registration is located (or, for Internet domain names, the applicable registrar); and (iii) the application or registration number. All registration, maintenance, renewal and annuity fees and required documents to be filed in connection with Company Registered IP have valid and continuing rights been (or will be, prior to use and otherwise exploit all other Intellectual Property usedClosing) timely paid or filed, held for useas the case may be. No Company Registered IP is subject to any outstanding Order adversely affecting the validity or enforceability of, or practiced by the business as currently conducted and as currently proposed to be conducted Group Company’s ownership or use of, or rights in or to, any such Company Registered IP. (“b) The Group Companies exclusively own all Company IP”), in each of the foregoing clauses (i)-(ii)Intellectual Property, free and clear of all Liens (other than Permitted Liens). The Company IP comprises all . (c) To the knowledge of the Company, the Group Companies own or have sufficient and valid rights to use all Intellectual Property Rights material to, and used in or held for use in connection with necessary for, the operation conduct of the business of the Company and its Subsidiaries their businesses as currently conducted and as currently proposed planned to be conducted. The Company and its Subsidiaries have taken reasonable steps , all of which rights shall survive the consummation of the transactions contemplated by this Agreement, without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to protect, maintain and enforce their respective rights in their any such Intellectual Property and confidential information of third persons provided to the Company or any of its SubsidiariesRights. (bd) To the Company’s knowledge, since January 1, 2019, neither the Company nor any of its Subsidiaries is, Except as has not resulted in and the operation of the Company’s and its Subsidiaries’ businesses as currently conducted is not, Infringing the Intellectual Property of any other person 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 haveresult in, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2019material liability to any Group Company, to the knowledge of the Company’s knowledge, no third party the conduct of the business of the Group Companies does not infringe, misappropriate or otherwise violate, and has Infringed not infringed, misappropriated or is Infringing otherwise violated in the past three (3) years, any Intellectual Property owned by Rights of any other Person, whether directly or indirectly. No Group Company has received any written claim, notice, invitation to license or similar communication within the past three (3) years, and there is no Proceeding pending or threatened against any Group Company, (i) alleging any of the foregoing or (ii) contesting or challenging the use, validity, enforceability or ownership of any Company Intellectual Property. (e) Except as has not been, and would not reasonably be expected to be, individually or its Subsidiaries in the aggregate, material to any material respect andGroup Company, to the knowledge of the Company, no such activity Person is occurring that infringing, misappropriating or otherwise violating, or has resulted infringed, misappropriated or otherwise violated in a material liability the past three (3) years, any Company Intellectual Property, whether directly or indirectly. No Group Company has asserted, or threatened to assert, any Proceeding against any Person regarding any of the Company and its Subsidiaries, taken as a wholeforegoing. (cf) Except as would not The Group Companies have taken commercially reasonable steps to protect and preserve the confidentiality of all material Trade Secrets that are owned, used or reasonably be expected held for use by the Company. No such Trade Secrets have been made available to have a Material Adverse Effector, to the consummation knowledge of the Merger will notCompany, under discovered by, any Material Contract required Person except pursuant to be listed on Section 3.10(a)(xii) of the Company Disclosure Schedule, result in valid and appropriate confidentiality and non-disclosure obligations requiring any such Person (i) to maintain the termination of any license of Intellectual Property to the Company or any of its Subsidiaries by a third person or confidentiality thereof and (ii) the granting not to use such Trade Secrets except as authorized by the Company or Company, and such obligations have not, to the knowledge of the Company, been breached by any of its Subsidiaries of party thereto in any license or rights to any Intellectual Propertymaterial respect. (dg) Neither All current employees, consultants, advisors and independent contractors of the Company nor any of its Subsidiaries is not under any obligation Group Companies who have contributed to license any material Intellectual Property to any Governmental Entity because it has received funding to develop such Intellectual Property from a Governmental Entity. Neither the Company nor any Subsidiary is now creation 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) Each current and former officer, employee, consultant, independent contractor, or other personnel engaged in the development of any material Intellectual Property Rights for or technology for the on behalf of any Group Company or its Subsidiaries has have executed and delivered to such Group Company a proprietary information written, valid and confidentiality agreement, which, enforceable Contract containing an irrevocable present assignment to the extent permitted by Law, assigns ownership such Group Company of all material such Person’s right, title and interest in any such 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 theretoRights. To the knowledge of the Company, there has not been any breach no employee, consultant, advisor or independent contractor of any Group Company retains or claims to retain any rights in, nor has any of the foregoing by a party thereto. No trade secrets have been accessed by any personthem filed an application to register, or has been authorized to be disclosed or has been actually disclosed by the Company 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 EffectIntellectual Property Rights. (fh) To the knowledge of the Company, no employee of the Company 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 breach of any Contract with any former employer or other person concerning Intellectual Property or confidentiality due to his or her activities as an employee of the Company or its Subsidiaries. (g) None of the software owned by the Company or its Subsidiaries contains, 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; such software collectively referred to as “Open Source Software”) 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 (other than modifications to such Open Source Software). To the knowledge of the Company, all Open Source Software distributed by the Company and its Subsidiaries is distributed in material compliance with the applicable Open Source License, except as would not have 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 Personal Data. (h) 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 Company or a Subsidiary has any current or contingent access or possession of (or the right to access or possess) such source code, and no such source code will be required to be released (from escrow or otherwise) in connection with the transactions 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 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 violation of Personal Data or Data Protection Obligations. (j) The execution, delivery and performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; the consummation of the Merger; or any of the 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 Company, 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 all material respects in accordance with their documentation and functional specifications and otherwise as required by the Group Companies in connection with their businesses, (ii) since January 1, 2019, there have been no outages of not materially malfunctioned or performance degradation failed to function in the IT Assetspast three (3) years and (iii) are free from any material disabling codes or instructions, in each casespyware, except as would not be Trojan horses, worms, viruses 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 other software routines that facilitate or theft, or accidental, unlawful or cause unauthorized access to, or usedisruption, alterationimpairment, destruction, loss, modification, compromisedisablement, or other unauthorized disclosure of IT Assets or Personal Datadestruction of, software, data or other data security incidents (“Security Incident”)materials. Except as set out in Section 3.14(l) To the knowledge of the Company Disclosure Schedule, to the Company’s knowledge, in the past three (3) years, there has been no unauthorized access to or unauthorized use of any Company IT Assets in any material respect. To the knowledge of the Company, the Group Companies have implemented reasonable backup and disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and security of the Company IT Assets, as applicable. (i) The Group Companies have complied in all material respects with all Privacy Laws and Company Privacy Commitments and, to the knowledge of the Company, no circumstance has arisen in which Privacy Laws, or any applicable guidance or codes of practice promulgated under Privacy Laws, would require any Group Company to notify a Governmental Entity or any individual of any actual or suspected unauthorized access or use of Personal Information. In the past three (3) years, no Group Company has received any written notice, order, inquiry, investigation, complaint or other communication alleging non-compliance with any Privacy Laws or Company Privacy Commitments. (j) To the knowledge of the Company, there has been no material Security Incidentsloss, except in each case as would not have theft, misuse of, 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 to, use, modification or disclosure of Personal DataInformation Processed by or on behalf of any Group Company. (m) For purposes of this Agreement:

Intellectual Property; Data Privacy. (a) Section 3.14(a4.18(a) of the Company Disclosure Schedule sets forth forth, as of the date hereof, a complete and accurate list of all registered Patents, Patent applications, Xxxx registrations, Xxxx applications, registered Copyrights, Copyright applications and domain name registrations, in each case owned or purported to be owned by the material Company or any of its Subsidiaries (“Registered IP”) and any material unregistered Marks owned or purported to be owned by the Company or its Subsidiaries, and specifiesindicating for each item, where as 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 Schedulerecord owner(s), and to the Company’s knowledgeregistration or application number, valid and enforceable. The Company the registration or one of its Subsidiaries (i) solely own all right, titleapplication date, and interest the applicable filing jurisdiction. Except as would not be material, individually or in and the aggregate, to the Registered IP, (ii) own all 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). The Company IP comprises all of the Intellectual Property used or held for use in connection with the operation of the business of the Company and its Subsidiaries as currently conducted Subsidiaries, all Company Registered IP (i) that is issued, registered or granted, is unexpired, subsisting, and, to the Knowledge of the Company, valid and as currently proposed enforceable, and (ii) to be conducted. The the Knowledge of the Company and is not subject to any outstanding Order adversely affecting the validity or enforceability of, or the Company’s or its Subsidiaries have taken reasonable steps to protectSubsidiaries’ ownership or use of, maintain and enforce their respective or rights in their or to, any such Intellectual Property and confidential information of third persons provided to the Company or any of its SubsidiariesRights. (b) To the Company’s knowledge, since January 1, 2019, neither the Company nor any of its Subsidiaries is, and the operation of the Company’s and its Subsidiaries’ businesses as currently conducted is not, Infringing the Intellectual Property of any other person 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, Except as would not have or reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2019, reasonably be expected to be material to the Company’s knowledgebusiness of the Company and its Subsidiaries, no third party has Infringed the Company and its Subsidiaries own, or is Infringing the have sufficient and valid rights to use, all Intellectual Property owned Rights used in or necessary for the conduct of their respective businesses as currently conducted and as currently planned to be conducted by the Company or its Subsidiaries in any material respect and, to the knowledge of the Company, no all of which rights shall survive the consummation of the transactions contemplated by this Agreement without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to any such activity is occurring that has resulted Intellectual Property Rights. (c) Except as would not, individually or in a the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, the Company and its Subsidiaries exclusively own all Company Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). (d) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, the conduct of the respective businesses of the Company and its Subsidiaries (i) does not infringe, misappropriate or otherwise violate, and since the Applicable Date, has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Person; and (ii) there has been no Proceeding pending or threatened against the Company or any of its Subsidiaries regarding any of the foregoing. (ce) Except as would not have not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, be material to the consummation of the Merger will not, under any Material Contract required to be listed on Section 3.10(a)(xii) business of the Company Disclosure Scheduleand its Subsidiaries, result in to the Knowledge of the Company, since the Applicable Date, (i) no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Company Intellectual Property, whether directly or indirectly; and (ii) neither the Company nor any of its Subsidiaries has asserted or threatened any Proceeding against any Person regarding any of the foregoing. (f) The Company and its Subsidiaries have taken commercially reasonable measures to protect and maintain: (i) the termination material Company Intellectual Property; and (ii) the confidentiality of all material Trade Secrets that are owned, used or held by the Company or any license of Intellectual Property its Subsidiaries. To the Knowledge of the Company, such Trade Secrets have not been used by, disclosed to or discovered by any Person, except pursuant to valid and enforceable non- disclosure agreements, which have not been breached by such Person, nor, has any Person misappropriated any of such Trade Secrets. (g) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company or any of its Subsidiaries, each Person who is or was an employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries by and involved in the development or creation of any Intellectual Property Rights for or on behalf of the Company or any of its Subsidiaries has signed a third person valid and enforceable agreement containing an irrevocable present assignment to the Company or its Subsidiary, as appropriate, of all such Intellectual Property Rights, and no such Person retains any right, title or interest in or to any such Intellectual Property Rights. (iih) To the granting Knowledge of the Company, except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, the IT Assets owned, used or held for use (including through cloud-based or other third-party service providers) by the Company or any of its Subsidiaries of any license or rights to any Intellectual Property. (di) Neither the Company nor any of its Subsidiaries is not under any obligation to license any material Intellectual Property to any Governmental Entity because it has received funding to develop such Intellectual Property from a Governmental Entity. Neither the 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) Each current operate 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 been accessed by any person, or has been authorized to be disclosed or has been actually disclosed perform as required by the Company 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) To the knowledge of the Company, no employee business of the Company or any of its Subsidiaries is Subsidiaries, (Aii) bound by have not malfunctioned or otherwise subject to any Contract materially restricting him or her failed since the Applicable Date and (iii) are free from performing his or her dutiesbugs, or defects, “back doors,” “drop dead devices,” “time bombs,” “Trojan horses,” “viruses,” “worms,” “spyware” (B) in material breach of any Contract with any former employer or other person concerning Intellectual Property or confidentiality due to his or her activities each case, as an employee of the Company or its Subsidiaries. (g) None of such terms are commonly understood in the software owned by the Company or its Subsidiaries contains, 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; such software collectively referred to as “Open Source Software”industry) in any manner that requires or conditions the Company’s or any of its Subsidiaries’ use other disabling or distribution of such Open Source Software on the disclosure, licensing or distribution of any Intellectual Property owned by the malicious code. The Company and its Subsidiaries (other than modifications have implemented commercially reasonable measures to protect the confidentiality, integrity and security of such Open Source Software)IT Assets material to the business, as applicable. To the knowledge Knowledge of the Company, all Open Source Software distributed by since the Company and its Subsidiaries is distributed in material compliance with the applicable Open Source LicenseApplicable Date, except as would not have there has been no unauthorized access to 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 unauthorized use 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 any such IT Assets or result in unauthorized disclosure or access to Personal Data. (h) 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 Company or a Subsidiary has any current or contingent access or possession of (or the right to access or possess) such source code, and no such source code will be required to be released (from escrow or otherwise) in connection with the transactions contemplated by this Agreementmaterial respect. (i) The Company and its Subsidiaries are and at have in all times have been in material compliance respects complied with (i) all Privacy PoliciesLaws and Company Privacy Commitments and, (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 set out in Section 3.14(i) Knowledge of the Company Disclosure ScheduleCompany, there have been no Claims made or to the Company’s knowledge, threatened against circumstance has arisen in which Privacy Laws would require the Company or any of its Subsidiaries to notify a Governmental Entity of a data security breach or security or similar incident, except as would not reasonably be expected to be material to the Company. Since the Applicable Date, the Company and its Subsidiaries have not received any written notice, order, inquiry, investigation, complaint or other communication alleging a violation of Personal Data material non-compliance with any Privacy Laws or Data Protection ObligationsCompany Privacy Commitments. (j) The execution, delivery and performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; the consummation of the Merger; or any of the 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 have at all times taken commercially reasonable steps to ensure that Personal Information processed, collected, stored, transferred or Data Protection Obligations. (k) otherwise used by the Company or any of its Subsidiaries, or on behalf of the Company or any of its Subsidiaries, is protected against loss, theft, misuse, or unauthorized access, use, or disclosure. To the knowledge Knowledge of the Company, 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 has been no outages of or performance degradation in the IT Assetsmaterial loss, 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 accidentalmisuse of, unlawful or unauthorized access to, or use, alterationmodification or disclosure of, destruction, loss, modification, compromise, or other unauthorized disclosure of IT Assets or such 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 DataInformation. (m) For purposes of this Agreement:

Intellectual Property; Data Privacy. (a) Section 3.14(aSchedule 3.16(a) sets forth a true and complete list of all (i) Owned Intellectual Property that is Registered IP, including, for each item listed, the record owner, jurisdiction and issuance, registration or application number and date, as applicable, of such item, (ii) material unregistered trademarks owned by any member of the Company Disclosure Group, and (iii) material Company Software currently made generally available. All registrations set forth on Schedule sets 3.16(a) are valid and in force, and all applications set forth a complete on Schedule 3.16(a) are pending and accurate list of all registered Patents, Patent applications, Xxxx registrations, Xxxx applications, registered Copyrights, Copyright applications in good standing. All payments and domain name registrations, in each case owned or purported filings required to be owned by the Company made or any of its Subsidiaries (“Registered IP”) taken to obtain, perfect, or maintain in full force and any material unregistered Marks owned or purported to be owned by the Company or its Subsidiaries, and specifies, where applicable, the jurisdictions in which effect each such item of Registered IP has Intellectual Property set forth on Schedule 3.16(a) have been applied for, issued or registered. The Registered IP is subsisting timely paid and unexpired made through the Closing Date. (except as otherwise noted in Section 3.14(ab) (i) A member of the Company Disclosure Schedule)Group, as applicable, is the sole and to the Company’s knowledge, valid and enforceable. The Company or one exclusive owner of its Subsidiaries (i) solely own all right, title, title and interest in and to the Registered IP, (ii) own all other material proprietary Owned Intellectual Property purported (including all Intellectual Property required 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”set forth on Schedule 3.16(a), in each of the foregoing clauses (i)-(ii), free and clear of all Liens (other than Permitted Liens). The Company IP comprises all ; and (ii) a member of the Company Group owns or has a valid right to use in the manner currently used, all Intellectual Property used or held necessary for use in connection with the operation conduct of the business of the Company and its Subsidiaries Group as currently conducted and as currently proposed to be conducted. The (the “Company and its Subsidiaries have taken reasonable steps to protect, maintain and enforce their respective rights in their Intellectual Property and confidential information of third persons provided to the Company or any of its SubsidiariesProperty”). (bc) To the Company’s knowledge, since January 1, 2019, neither No member of the Company Group nor any of its Subsidiaries is, and the operation or conduct of their businesses is currently or has during the Company’s and its Subsidiaries’ businesses as currently conducted is not, Infringing the Intellectual Property of any other person in any material respect. Since January 1, 2019, there have not been and are not currently any Claims pending, or three-year period prior to the Company’s knowledgedate of this Agreement infringed, threatened (including cease-and-desist letters and invitations to take a patent license), misappropriated 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 otherwise violated any Intellectual Property of any other personPerson. ACTIVE 274341277 There are no Actions pending and during the three-year period prior to the date of this Agreement, no member of the Company Group has received any written notice from any Person or, to Company’s Knowledge, any threats (i) alleging that any member of the Company Group or the conduct of the business of the Company Group is or has infringed, misappropriated or violated any Intellectual Property of any Person or (ii) challenges to challenging the ownershipregistration, use or ownership by any member of the Company Group of or the validity or enforceability of the Registered IP any Owned Intellectual Property, excluding any patent or any material unregistered proprietary Intellectual Property owned by the Company trademark prosecution or its Subsidiaries maintenance related communications 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 actions in the aggregate, a Material Adverse Effect. Since January 1, 2019, to ordinary course before the Company’s knowledge, no third party has Infringed U.S. Patent and Trademark Office or is Infringing the Intellectual Property owned by the Company or its Subsidiaries in any material respect and, to 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. (c) Except as would not have or reasonably be expected to have a 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) the termination of any license of Intellectual Property to the Company or any of its Subsidiaries by a third person or (ii) the granting by the Company or any of its Subsidiaries of any license or rights to any Intellectual Propertysimilar Governmental Authority. (d) Neither To the Company nor Company’s Knowledge, no Person has during the three-year period prior to the date of this Agreement infringed, misappropriated or otherwise violated and no Person is currently infringing, misappropriating or otherwise violating any of its Subsidiaries is not under any obligation to license any material Intellectual Property to any Governmental Entity because it has received funding to develop such Intellectual Property from a Governmental Entity. Neither the 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 Owned Intellectual Property. (e) Each current member of the Company Group has used commercially reasonable efforts to maintain and former officer, employee, consultant, independent contractor, or other personnel engaged protect the confidentiality of all trade secrets included in the Owned Intellectual Property. To the Company’s Knowledge, there has been no unauthorized disclosure or use of any trade secrets included in the Owned Intellectual Property. (f) All Persons who are or were involved in the creation or development of any material Intellectual Property for 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 on behalf of any of the foregoing by a party thereto. No trade secrets have been accessed by any person, or has been authorized to be disclosed or has been actually disclosed by members of the Company or its Subsidiaries to any person other than (A) Group have done so pursuant to a written confidentiality Contract or other confidentiality obligation restricting valid and enforceable agreement that includes a present assignment to 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) To the knowledge of the Company, no employee applicable member of the Company or any Group of its Subsidiaries is (A) bound by or otherwise subject all right, title and interest in and to any Contract materially restricting him or her from performing his or her duties, or (B) in material breach of any Contract with any former employer or other person concerning all such Intellectual Property created within the scope of such Person’s employment or confidentiality due to his or her activities as an employee of the Company or its Subsidiariesengagement thereby. (g) None Except as set forth on Schedule 3.16(g), no member of the software owned by Company Group has licensed or provided to any Person, or allowed any Person to access or use, any source code for any material Company Software, other than employees, contractors and consultants of any member of the Company Group that have confidentiality obligations to any member of the Company Group with respect to such source code. No source code for any Company Software is in escrow. No member of the Company Group has a duty or its Subsidiaries obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person. (h) Except as set forth on Schedule 3.16(h), no material Company Software uses, incorporates, contains, or is combined with, is distributed with, is derived from, has embedded in it or is being or was developed using any software that is licensed pursuant subject to an “open source,” copyleft, 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 in a manner that: (i) imposes or could impose a requirement or condition that the any member of the Company Group grant a license under its patent rights or that any Company Software or part thereof: (A) be disclosed or distributed in source code form; (B) be licensed for the purpose of making modifications or derivative works; or (C) be redistributable at no charge; or (ii) otherwise imposes or could impose any other distribution model; material limitation, restriction, or condition on the right or ability of any member of the Company Group to use, distribute or control any such Company Software. ACTIVE 274341277 (i) None of the Company Software contains, as of or prior to Closing, any bug, defect or error that materially and adversely affects the use, functionality or performance of such Company Software. (j) To the Company’s Knowledge, no Company Software contains, as of or prior to Closing, any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or “adware” (as such terms are commonly understood in the software collectively referred industry) or any other code designed or intended to as “Open Source Software”have, or capable of performing or facilitating, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner that requires the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent (collectively, “Malicious Code”). (k) The Company and its Subsidiaries maintain an Information Security Program and there have been no material violations of the Information Security Program. The Company has assessed and tested its Information Security Program on a no less than annual basis; remediated all critical and high risks and vulnerabilities; and the Information Security Program has proven sufficient and compliant with Privacy Requirements in all material respects. The IT Systems currently used by the Company Group are in good working condition, do not contain any Malicious Code, and perform in a manner sufficient to conduct the business of the Company Group. The IT Systems have been properly maintained, in all material respects, in accordance with prudent industry standards, to ensure proper operation, monitoring and use. All Company Data will continue to be available for Processing following the Closing on substantially the same terms and conditions as existed immediately before the Company’s Closing. (l) The Company Group complies and has complied at all times, in all material respects, with Company Privacy Policies and the Privacy Requirements. To the extent required by Privacy Requirements or any of its Subsidiaries’ use or distribution of such Open Source Software on the disclosureCompany Privacy Policies, licensing or distribution of any Intellectual Property owned (i) Personal Data is stored and transmitted by the Company and its Subsidiaries in an encrypted manner, and (other than modifications to such Open Source Software). To the knowledge of the Company, all Open Source Software distributed ii) Personal Data is securely deleted or destroyed by the Company and its Subsidiaries is distributed in material compliance with the applicable Open Source License, except as would not have or reasonably be expected to have a Material Adverse EffectSubsidiaries. 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 Personal Data. (h) 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 Company or a Subsidiary has any current or contingent access or possession of (or the right to access or possess) such source code, and no such source code will be required to be released (from escrow or otherwise) in connection with the transactions 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 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 violation of Personal Data or Data Protection Obligations. (j) The execution, delivery and or performance of this Agreement or nor any of the other agreementsRelated Documents, documents or instruments referred to in this Agreement; nor the consummation of the Merger; or any of the transactions contemplated by this Agreement will not result in or any violation of Related Documents violate any Privacy Policy of any websites Requirements or mobile applications owned by Company Privacy Policies. Where the Company or its Subsidiaries uses a Data Processor to Process Personal Data, the Data Processor has provided guarantees, warranties or covenants in relation to Processing of Personal Data, confidentiality, and security measures, and has agreed to comply with those obligations in a manner sufficient for the Company’s and its Subsidiaries or Data Protection ObligationsSubsidiaries’ compliance with Privacy Requirements. (km) To the knowledge of the The Company, 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 Scheduleand, to the Company’s knowledgeKnowledge, their respective Data Processors, have not suffered a Security Incident, have not been required to notify any Person or Governmental Authority of any Security Incident, and have not been adversely affected in any material respects by any Malicious Code, ransomware or malware attacks, or denial-of-service attacks on any IT Systems. No member of the past three Company Group nor any third party acting at the direction or authorization of the Company Group has paid any perpetrator of any actual or threatened Security Incident or cyber attack, including, but not limited to a ransomware attack or a denial-of-service attack. No member of the Company Group received a ACTIVE 274341277 written notice (3) yearsincluding any enforcement notice), there have letter, or complaint from a Governmental Authority or any Person alleging noncompliance or potential noncompliance with any Privacy Requirements or Company Privacy Policies and has not been no subject to any proceeding relating to noncompliance or potential noncompliance with Privacy Requirements or the Company’s Processing of Personal Data. No member of the Company Group is in material Security Incidents, breach or default of any contracts relating to the IT Systems or to Company Data and does not transfer Personal Data internationally except in each case as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectwhere such transfers comply with applicable Privacy Requirements and Company Privacy Policies. 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, confidentialityGroup maintains, and integrity of their material IT Assets and Personal Data and (ii) protects against unauthorized access to their material IT Assets and Personal Datahas maintained, cyber liability insurance with reasonable coverage limits. (m) For purposes of this Agreement:

Intellectual Property; Data Privacy. (a) Section 3.14(a4.18(a) of the Company Disclosure Schedule sets forth forth, as of the date hereof, a complete and accurate list of all registered Patents, Patent applications, Xxxx registrations, Xxxx applications, registered Copyrights, Copyright applications and domain name registrations, in each case owned or purported to be owned by the material Company or any of its Subsidiaries (“Registered IP”) and any material unregistered Marks owned or purported to be owned by the Company or its Subsidiaries, and specifiesindicating for each item, where as 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 Schedulerecord owner(s), and to the Company’s knowledgeregistration or application number, valid and enforceable. The Company the registration or one of its Subsidiaries (i) solely own all right, titleapplication date, and interest the applicable filing jurisdiction. Except as would not be material, individually or in and the aggregate, to the Registered IP, (ii) own all 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). The Company IP comprises all of the Intellectual Property used or held for use in connection with the operation of the business of the Company and its Subsidiaries as currently conducted Subsidiaries, all Company Registered IP (i) that is issued, registered or granted, is unexpired, subsisting, and, to the Knowledge of the Company, valid and as currently proposed enforceable, and (ii) to be conducted. The the Knowledge of the Company and is not subject to any outstanding Order adversely affecting the validity or enforceability of, or the Company’s or its Subsidiaries have taken reasonable steps to protectSubsidiaries’ ownership or use of, maintain and enforce their respective or rights in their or to, any such Intellectual Property and confidential information of third persons provided to the Company or any of its SubsidiariesRights. (b) To the Company’s knowledge, since January 1, 2019, neither the Company nor any of its Subsidiaries is, and the operation of the Company’s and its Subsidiaries’ businesses as currently conducted is not, Infringing the Intellectual Property of any other person 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, Except as would not have or reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2019, reasonably be expected to be material to the Company’s knowledgebusiness of the Company and its Subsidiaries, no third party has Infringed the Company and its Subsidiaries own, or is Infringing the have sufficient and valid rights to use, all Intellectual Property owned Rights used in or necessary for the conduct of their respective businesses as currently conducted and as currently planned to be conducted by the Company or its Subsidiaries in any material respect and, to the knowledge of the Company, no all of which rights shall survive the consummation of the transactions contemplated by this Agreement without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to any such activity is occurring that has resulted Intellectual Property Rights. (c) Except as would not, individually or in a the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, the Company and its Subsidiaries exclusively own all Company Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). (d) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, the conduct of the respective businesses of the Company and its Subsidiaries (i) does not infringe, misappropriate or otherwise violate, and since the Applicable Date, has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Person; and (ii) there has been no Proceeding pending or threatened against the Company or any of its Subsidiaries regarding any of the foregoing. (ce) Except as would not have not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, be material to the consummation of the Merger will not, under any Material Contract required to be listed on Section 3.10(a)(xii) business of the Company Disclosure Scheduleand its Subsidiaries, result in to the Knowledge of the Company, since the Applicable Date, (i) no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Company Intellectual Property, whether directly or indirectly; and (ii) neither the Company nor any of its Subsidiaries has asserted or threatened any Proceeding against any Person regarding any of the foregoing. (f) The Company and its Subsidiaries have taken commercially reasonable measures to protect and maintain: (i) the termination material Company Intellectual Property; and (ii) the confidentiality of all material Trade Secrets that are owned, used or held by the Company or any license of Intellectual Property its Subsidiaries. To the Knowledge of the Company, such Trade Secrets have not been used by, disclosed to or discovered by any Person, except pursuant to valid and enforceable non-disclosure agreements, which have not been breached by such Person, nor, has any Person misappropriated any of such Trade Secrets. (g) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company or any of its Subsidiaries, each Person who is or was an employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries by and involved in the development or creation of any Intellectual Property Rights for or on behalf of the Company or any of its Subsidiaries has signed a third person valid and enforceable agreement containing an irrevocable present assignment to the Company or its Subsidiary, as appropriate, of all such Intellectual Property Rights, and no such Person retains any right, title or interest in or to any such Intellectual Property Rights. (iih) To the granting Knowledge of the Company, except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, the IT Assets owned, used or held for use (including through cloud-based or other third-party service providers) by the Company or any of its Subsidiaries of any license or rights to any Intellectual Property. (di) Neither the Company nor any of its Subsidiaries is not under any obligation to license any material Intellectual Property to any Governmental Entity because it has received funding to develop such Intellectual Property from a Governmental Entity. Neither the 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) Each current operate 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 been accessed by any person, or has been authorized to be disclosed or has been actually disclosed perform as required by the Company 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) To the knowledge of the Company, no employee business of the Company or any of its Subsidiaries is Subsidiaries, (Aii) bound by have not malfunctioned or otherwise subject to any Contract materially restricting him or her failed since the Applicable Date and (iii) are free from performing his or her dutiesbugs, or defects, “back doors,” “drop dead devices,” “time bombs,” “Trojan horses,” “viruses,” “worms,” “spyware” (B) in material breach of any Contract with any former employer or other person concerning Intellectual Property or confidentiality due to his or her activities each case, as an employee of the Company or its Subsidiaries. (g) None of such terms are commonly understood in the software owned by the Company or its Subsidiaries contains, 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; such software collectively referred to as “Open Source Software”industry) in any manner that requires or conditions the Company’s or any of its Subsidiaries’ use other disabling or distribution of such Open Source Software on the disclosure, licensing or distribution of any Intellectual Property owned by the malicious code. The Company and its Subsidiaries (other than modifications have implemented commercially reasonable measures to protect the confidentiality, integrity and security of such Open Source Software)IT Assets material to the business, as applicable. To the knowledge Knowledge of the Company, all Open Source Software distributed by since the Company and its Subsidiaries is distributed in material compliance with the applicable Open Source LicenseApplicable Date, except as would not have there has been no unauthorized access to 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 unauthorized use 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 any such IT Assets or result in unauthorized disclosure or access to Personal Data. (h) 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 Company or a Subsidiary has any current or contingent access or possession of (or the right to access or possess) such source code, and no such source code will be required to be released (from escrow or otherwise) in connection with the transactions contemplated by this Agreementmaterial respect. (i) The Company and its Subsidiaries are and at have in all times have been in material compliance respects complied with (i) all Privacy PoliciesLaws and Company Privacy Commitments and, (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 set out in Section 3.14(i) Knowledge of the Company Disclosure ScheduleCompany, there have been no Claims made or to the Company’s knowledge, threatened against circumstance has arisen in which Privacy Laws would require the Company or any of its Subsidiaries to notify a Governmental Entity of a data security breach or security or similar incident, except as would not reasonably be expected to be material to the Company. Since the Applicable Date, the Company and its Subsidiaries have not received any written notice, order, inquiry, investigation, complaint or other communication alleging a violation of Personal Data material non-compliance with any Privacy Laws or Data Protection ObligationsCompany Privacy Commitments. (j) The execution, delivery and performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; the consummation of the Merger; or any of the 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 have at all times taken commercially reasonable steps to ensure that Personal Information processed, collected, stored, transferred or Data Protection Obligations. (k) otherwise used by the Company or any of its Subsidiaries, or on behalf of the Company or any of its Subsidiaries, is protected against loss, theft, misuse, or unauthorized access, use, or disclosure. To the knowledge Knowledge of the Company, 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 has been no outages of or performance degradation in the IT Assetsmaterial loss, 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 accidentalmisuse of, unlawful or unauthorized access to, or use, alterationmodification or disclosure of, destruction, loss, modification, compromise, or other unauthorized disclosure of IT Assets or such 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 DataInformation. (m) For purposes of this Agreement: