Common use of Intellectual Property; Information Technology Clause in Contracts

Intellectual Property; Information Technology. (a) Schedule 4.10(a) of the Seller Disclosure Schedule sets forth a list of all material United States and international registrations and applications for: (i) Patents, (ii) Trademarks, and (iii) Copyrights, in each case of the foregoing clauses (i)-(iii), that constitute Acquired Company IP (excluding the IP Seller IP) as of the date hereof (such Intellectual Property, the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (b) No material Proceeding is pending, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that the conduct of the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021, (i) by Seller or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including IP Seller and the Acquired Companies, own or have a valid license to or other right to use all Intellectual Property used in the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (e) After the Closing, there will be no Intellectual Property or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations).

Intellectual Property; Information Technology. (a) Schedule 4.10(aSection 3.15(a) of the Seller Disclosure Schedule Letter sets forth a true and correct list of all material United States and international registrations and applications for: (i) Patents, all registered Intellectual Property and applications for registration of Intellectual Property and (ii) Trademarks, and (iii) Copyrightsall Software material to the FSS Business that are, in each case of the foregoing clauses (i)-(iiii) and (ii), that constitute Acquired Company either (A) Business IP or (excluding the IP Seller IPB) owned or, as of the date hereof Closing, will be owned, by any Acquired Company, including in each case of (such i) and (ii) a brief description of the Intellectual PropertyProperty and specifying the owner and, in the case of (i), the jurisdiction and, if any, the registration and application number (collectively, the “Acquired Company Registered Material Owned IP”). The Acquired Companies solely and exclusively own To the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IPKnowledge of Seller, in each case all of the foregoing clausesMaterial Owned IP is valid, enforceable and subsisting. All required filings and fees related to the registered or applied-for Material Owned IP have been timely filed with and paid to the relevant Governmental Entity. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller or one of its Affiliates owns, free and clear of all Encumbrances (Encumbrances, other than Permitted Encumbrances). Each item of Acquired Company Registered , the Business IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting Intellectual Property owned by any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (b) No Except as would not reasonably be expected to be, individually or in the aggregate, material Proceeding is pendingto the FSS Business, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that to the conduct Knowledge of Seller, the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the FSS Business as currently presently conducted does not infringe, misappropriate or otherwise violate the any Third Party’s Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021Property, (iii) by Seller or its Subsidiaries (including IP Seller and to the Acquired Companies)Knowledge of Seller, alleging that any no Person is infringing, misappropriating or otherwise violating any Acquired Company Business IP or and (iiiii) by any Acquired Company there is no claim pending or, with respect to the BusinessKnowledge of Seller, threatened in writing during the six (6) months prior to the date hereof by or against Seller or any of its Subsidiaries, alleging Affiliates related to either of the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021foregoing. (dc) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including Affiliates have taken commercially reasonable efforts to maintain the enforceability of the Business IP Seller and the Intellectual Property owned by the Acquired CompaniesCompanies under applicable Law, own and to protect the confidentiality of material Trade Secrets included in the Business IP and Personal Information held by Seller or one of its Affiliates and exclusively or primarily related to the FSS Business. To the Knowledge of Seller, there has not been any disclosure of any material Trade Secret included in the Business IP to any Person in a manner that has resulted or is likely to result in the loss of Trade Secret rights in and to such information. (d) Since January 1, 2019, there have a valid license to been no failures, breakdowns, continued substandard performance or other right adverse events affecting the Information Technology that forms a part of the Purchased Assets or the Information Technology licensed or made available under any Transferred Contract, or that is otherwise owned or leased by Seller or any of its Affiliates and used exclusively or primarily in the FSS Business (collectively, the “IT Systems”) that (i) have caused any material disruption or material interruption in or to the use all Intellectual Property used in of such IT Systems that adversely impacted the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (e) After the Closing, there will be no Intellectual Property or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets (ii) have not been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is remedied in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”)respects. Except as would not reasonably be expected to havebe material to the FSS Business, individually since January 1, 2019, to the Knowledge of Seller, there have not been any incidents of unauthorized access or in the aggregate, a Material Adverse Effect, none other security breaches of the Acquired CompaniesIT Systems. The IT Systems (x) are in reasonable operating condition and are adequate and suitable for the purposes for which they are being used or held for use, (y) perform, and have been maintained by Seller and its Affiliates in material conformance with their documentation, and (z) to the Knowledge of Seller, do not contain any viruses, Trojan horses, disabling code or “malware” that would reasonably be expected to materially interfere with the ability of Buyer or its Affiliates to conduct the FSS Business. Seller and its Affiliates have taken commercially reasonable steps (including implementing and monitoring compliance with adequate administrative, technical and physical safeguards) to protect the integrity and security of the IT Systems and the information stored therein (including all Personal Information, Trade Secrets, and other confidential information owned, and collected, protected, or maintained by Seller or its Affiliates) from misuse or unauthorized use, access, disclosure, or modification by third parties in compliance with applicable Privacy Laws. (e) All employees, independent contractors and consultants who contributed to the discovery, creation or development of any Business IP or Intellectual Property Owned by an Acquired Company have transferred all rights, title and interest in such Intellectual Property to Seller or one of its Affiliates pursuant to enforceable written agreements, the work-for-hire doctrine or other Subsidiariesconveyance of rights. No such employee, have a duty independent contractor or obligation consultant has any right, title, license, claim or interest whatsoever in or with respect to disclosesuch Intellectual Property. (f) The FSS Financial Wellness Tools that constitute Intellectual Property are either Business IP, deliverowned an Acquired Company, license or otherwise make will be licensed or made available to any other Person any source code of Buyer or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis its Affiliates pursuant to an escrow agreement this Agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations)Ancillary Agreements.

Intellectual Property; Information Technology. (a) Schedule 4.10(a3.15(a) contains a list, as of the Seller Disclosure Schedule sets forth a list date of all material United States and international registrations and applications forthis Agreement, of: (i) all issued or granted Patents, (ii) TrademarksMarks, and (iii) Copyrights and all registered Domain Names and all Patent applications and applications for registration of Marks, Domain Names and Copyrights, in each case that are Company Owned Intellectual Property Assets (collectively, “Company Registered Intellectual Property Assets”), and, for each item of Company Registered Intellectual Property Assets, provides, as applicable, the (A) application or registration number, (B) filing date, (C) applicable filing jurisdiction, (D) registration or issuance date and (E) owner(s) of such Company Registered Intellectual Property Assets; and (ii) all unregistered Marks that are Company Owned Intellectual Property Assets that are material to the conduct of the foregoing clauses (i)-(iii), Company’s or any Subsidiaries’ business as currently conducted. Company and its Subsidiaries have not committed misuse of any Company Registered Intellectual Property Assets. Schedule 3.15(a)(iii) lists of all actions that constitute Acquired Company IP (excluding the IP Seller IP) as of must be taken within 120 days after the date hereof (such Intellectual Property, the “Acquired of this Agreement with respect to any Company Registered IP”). The Acquired Companies solely Intellectual Property Asset (including the payment of any filing, examination, registration, maintenance, renewal and exclusively own other fees and taxes or the Acquired filing of any documents, applications or certificates) for the purposes of maintaining, perfecting, preserving or renewing such Company IP Registered Intellectual Property Asset and IP Seller solely and exclusively owns the IP Seller IPto avoid cancellation, loss or abandonment thereof, in each case in accordance with applicable Law. (b) Except as disclosed on Schedule 3.15(b): (i) the Company and its Subsidiaries own or have valid rights to use all of the foregoing clausesIntellectual Property Assets used in or necessary for the conduct of their businesses as currently conducted. Notwithstanding the foregoing, the Company and its Subsidiaries are not making any representations or warranties regarding any infringement, misappropriation, or violation of any Third Party Rights beyond those expressly set forth in Section 3.15(b)(v); (ii) the Company or its Subsidiaries are the sole and exclusive owners of all right, title and interest in and to each item of Company Owned Intellectual Property, including such Company Registered Intellectual Property listed in Schedule 3.15(a), free and clear of all Encumbrances (Liens other than Permitted Encumbrances). Each item of Acquired Liens and nonexclusive licenses under any Company Registered IP is duly registered Owned Intellectual Property Assets granted to customers by the Company or filed its Subsidiaries in the name ordinary course of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceablebusiness. None of the Acquired Company IP is subject or its Subsidiaries are parties to any outstanding Order adversely affecting Contract whereby the consummation of the transactions contemplated by this Agreement (A) will result in the termination or loss of any Acquired right or license with respect to any material Intellectual Property Assets granted to the Company or any of its Subsidiaries or (B) the consent of the counterparty to the Contract is required to avoid the termination or loss of any right or license with respect to any material Intellectual Property Assets granted to the Company or any of its Subsidiaries; (iii) all issued and granted Patents, registered Copyrights, and registered Marks included in the Company Registered Intellectual Property Assets are subsisting and to the Knowledge of the Company’s , valid and enforceable, as applicable. With respect to each item of Company Registered Intellectual Property Asset, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or IP Seller’s use thereof prior to the Closing Date have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from a registration office) and certificates have been timely filed with all relevant registration offices for the purposes of maintaining such Company Registered Intellectual Property Assets, in each case in accordance with applicable Law and to avoid loss or rights theretoabandonment thereof. The records in the United States Patent and Trademark Office (and each other registration office) with respect to all Company Registered Intellectual Property Assets identified in Schedule 3.15(a) show the Company or a Subsidiary as the record owner of each such item of Company Registered Intellectual Property Assets. None of the Company, any of its Subsidiaries or their counsel has misrepresented, or failed to disclose any fact or circumstances in any currently pending application or declaration or application or declaration for any granted registration for any Company Registered Intellectual Property Assets that would constitute fraud or a material misrepresentation with respect to any such application, declaration or registration, or that would impair otherwise adversely affect the validity or enforceability thereof.of any Company Registered Intellectual Property Assets; (biv) No material Proceeding is pendingthere are no pending or, to the Knowledge of the Company, threatened Proceedings against the Company or to Seller’s Knowledge, has been threatened in writing, against Seller or any of its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, A) alleging (i) that the conduct of the Business is infringingbusiness of the Company and its Subsidiaries or any Company Product infringes, misappropriating misappropriates or otherwise violating any Person’s violates the Intellectual PropertyProperty Assets of other Persons (“Third Party Rights”), or (iiB) alleging that any Company Owned Intellectual Property Assets are invalid or unenforceable or that challenge the validity, ownership or enforceability of any Company Owned Intellectual Property Assets (other than office actions and other correspondence from applicable Governmental Authorities in the normal course of prosecution efforts to register Company Registered Intellectual Property), including any inventorship challenge, opposition, cancellation, inter partes reviews, derivative proceeding, re-examination (including supplemental re-examination), post-grant review, or interference, or (C) the invalidityresolution of which could adversely affect the Company’s or its Subsidiaries’ ownership, misappropriation licenses or unenforceability of other right or challenging their ownership interest in, to or scope of under any Acquired Company IP. The Owned Intellectual Property Assets; (v) neither the conduct of the Business business of the Company and its Subsidiaries as currently conducted does not nor any Company Product infringe, misappropriate or otherwise violate or have in the past six years infringed, misappropriated or otherwise violated, (x) any Third Party Right excluding Patents or (y) to the Knowledge of the Company, any Patents of any Person. Neither the Company nor any Subsidiary has received in the past six years any (A) written notice that the Company or any Subsidiary or any Company Product infringes, misappropriates or otherwise violates any Third Party Right or (B) written offer to license any Third Party Rights or written notice alleging that the Company or any Subsidiary requires a license to any Third Party Rights; (vi) to the Knowledge of the Company, there has not been any infringement, misappropriation or violation by any Person of any of the Company Owned Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) Assets. No Proceeding is currently pending or has been threatened in writing since January 1, 2021, (i) against any third party by Seller the Company or its Subsidiaries (including IP Seller and in which the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its SubsidiariesSubsidiaries allege an infringement, alleging the invaliditymisappropriation, misappropriation or unenforceability violation by such third party of any Company Intellectual Property. No third party isSince January 15, 2015, neither the Company nor any Company Subsidiary has notified any Person that such Person requires a license under any Company Owned Intellectual Property Assets or offering license under any Company Owned Intellectual Property Assets (other than licenses offered to customers for Company Products in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021.ordinary course of business); (dvii) Except as would not reasonably be expected the Company and its Subsidiaries have taken reasonable security measures to have, individually protect and prevent the unauthorized disclosure or use of the Trade Secrets included in the aggregate, a Material Adverse Effect, Seller Company Intellectual Property Assets that are used in the business of the Company and its Subsidiaries, including IP Seller by requiring since January 1, 2014 each current and former employee, consultant and independent contractor and any other Person to whom Company or any of its Subsidiaries have permitted to have access to Trade Secrets to execute a binding, written confidentiality agreement, and, to the Acquired Companies, own or have a valid license to or other right to use all Intellectual Property used in the conduct Knowledge of the Business; provided that the foregoing is Company, there has not a representation or warranty with respect to infringement, misappropriation or other violation been any breach of Intellectual Property.any such confidentiality agreement by any party thereto; (eviii) After except as would not result in material liability to the Closing, there will be no Intellectual Property or IT Asset owned by Seller Company or its Affiliates Subsidiaries (other than any Seller Group MarksA) that is necessary for or used by to the Business as Knowledge of the Closing as Company, the Company and its Subsidiaries are and have been in compliance in all material respects with all applicable state and federal laws, contractual requirements and Company policies made available to which no provision is made in this Agreement individuals that apply to the security of Personal Information (collectively, “Data Security Requirements”); and (B) to the Knowledge of the Company, neither the Company nor its Subsidiaries have experienced any data breach, data security incident, or loss, theft, or unauthorized use of, or unauthorized access to, any Transaction Document for continued use thereof after the Closing data stored by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all Company or its Subsidiaries that required notification to impacted customers, individuals or regulators. To the Knowledge of the Company, no notices have been received by the Company or any of its rights Subsidiaries, no claims have been asserted by any Person, or are pending, or threatened in same to an Acquired writing against the Company or any of its Subsidiaries, alleging any violation of any Data Security Requirements. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has been subject to any governmental investigations or enforcement actions concerning any Data Security Requirements. The information technology hardware, software, systems, networks, and infrastructure used by or on behalf of the extent Company and its Subsidiaries in the conduct of its and their business (the “Systems”) are sufficient for the conduct of such rights do not vest businesses as presently conducted, and there have been no material disruptions or interruptions to, or material substandard performance or unscheduled downtime of, any portion of the Systems. The Company and its Subsidiaries have implemented commercially reasonable security measures designed to protect and back up all customer Personal Information they receive, process and store in an Acquired Company their respective Systems against loss and unauthorized access, use, modification, disclosure or other misuse by operation third parties, and designed to protect the confidentiality, integrity and security of lawtheir Systems from potential unauthorized use, except as would not access or interruption by third parties and from viruses, malware, and other malicious or unauthorized code or applications. To the Knowledge of the Company, the Systems operate in compliance with all applicable technical and user documentation. To the Knowledge of the Company, none of the Systems contain or make available any virus, malware, harmful code or other externally induced malfunction that could reasonably be expected to have, individually or result in any material disruption in the aggregateoperation of any information technology hardware, a Material Adverse Effect.software, systems, networks, and infrastructure; (gix) Schedule 3.15(b)(ix) accurately identifies: (A) each item of Open Source Software that is contained in, linked to, distributed with, used in the development of, or necessary for the operation of a Company Product or from which any part of the Software for a Company Product is derived and the applicable Company Product; and (B) the applicable Open Source Software license. The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller Company and its Subsidiaries have done the same as it relates are in compliance with all Contracts and licenses applicable to the Trade Secrets any Open Source Software. The Company has not modified, incorporated, linked to, distributed with, or otherwise used Open Source Software in a manner that would require any of the Business), and no such Trade Secrets have been disclosed Company’s proprietary Software (excluding any modified Open Source Software) to any Person except pursuant to non-disclosure obligations that require that Person to maintain be licensed under the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor terms of any Acquired Open Source Software license. The Company (or as it relates to has not received any notice alleging that the Business, of Seller or its other Subsidiaries) Company is in default violation or breach of any employment agreementsuch Contract or license applicable to Open Source Software. No Person other than the Company or its Subsidiaries (or any employee or consultant of the Company or any of its Subsidiaries performing Software development services for the Company or its Subsidiaries) (x) is in possession of or has access to any source code for any Software owned by or purported to be owned by the Company or its Subsidiaries or (y) has been granted any license or other right with respect thereto or therein (including any right to have the source code deposited in an escrow account); (x) Since January 1, non-disclosure agreement2014, assignment each Person who is or was an employee or contractor of invention agreement the Company or similar agreement relating to the protection, use, any Subsidiary and who is or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or was involved in the aggregatecreation or development of any Company Product or any Intellectual Property Asset for the Company or any Subsidiary, has signed a Material Adverse Effect.written agreement containing a present assignment to Company or the applicable Subsidiary of such Intellectual Property Assets and all corresponding intellectual property rights pertaining to such Intellectual Property Asset; (hxi) Schedule 4.10(h3.15(b)(xi) of the Seller Disclosure Schedule sets forth contains a list of all known bugs, defects, or errors of Company Products that are currently commercially deployed (including bugs, defects, or errors relating to or resulting from the display, manipulation, processing, storage, transmission, or use of data). To the Knowledge of the Company, no commercially deployed or sold Company Product fails to comply with any applicable warranty or other material software that is Acquired contractual commitment relating to such Company IP Product, including the use, functionality, or performance of such Company Product. (xii) no funding, facilities, resources or personnel of any Governmental Entity or any university, college, other educational institution, multi-national, bi-national or international organization or research center was used to develop or create, in whole or in part, any Company Product or any Company Owned Intellectual Property Asset (collectively, “Proprietary SoftwareGovernment Involvement”), excluding in each case any funds or payments made by a customer to license any Company Product or Company Owned Intellectual Property Asset. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available With respect to any such Government Involvement identified in Schedule 3.15(b)(xii), the Company has complied with the provisions of all applicable Law and the applicable Contract(s) with respect to such Government Involvement, including protecting Intellectual Property Assets, and providing notices, information and documents to the applicable governmental entity in order to (A) not lose ownership or other Person rights in or to any source code Intellectual Property Assets and (B) not grant broader rights or licenses to any Governmental Entity under any Intellectual Property Asset other than those rights and licenses required to be granted under applicable Law or those rights and licenses granted under the applicable Contract related to such Government Involvement; and (xiii) Neither the Company nor any of its Subsidiaries is a member, contributor, or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement participant in any standards body, standards setting or standards recommending organization or similar contractual arrangement. No Acquired forum or entity that requires any Company Source Code has been disclosed Owned Intellectual Property Assets to any Person be licensed as a result thereof. (other than employees and independent contractors c) For purposes of the Acquired Companies that are subject to appropriate confidentiality obligations).this Agreement:

Intellectual Property; Information Technology. (a) Schedule 4.10(aSection 3.15(a) of the Seller Disclosure Schedule Letter sets forth a true and correct list of all material United States and international registrations and applications for: (i) Patents, all registered Intellectual Property and applications for registration of Intellectual Property and (ii) Trademarks, and (iii) Copyrightsall Software material to the FSS Business that are, in each case of the foregoing clauses (i)-(iiii) and (ii), that constitute Acquired Company either (A) Business IP or (excluding the IP Seller IPB) owned or, as of the date hereof Closing, will be owned, by any Acquired Company, including in each case of (such i) and (ii) a brief description of the Intellectual PropertyProperty and specifying the owner and, in the case of (i), the jurisdiction and, if any, the registration and application number (collectively, the “Acquired Company Registered Material Owned IP”). The Acquired Companies solely and exclusively own To the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IPKnowledge of Seller, in each case all of the foregoing clausesMaterial Owned IP is valid, free enforceable and subsisting. All required filings and fees related to the registered or applied-for Material Owned IP have been timely filed with and paid to the relevant Governmental Entity. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller or one of its Affiliates owns, free‌ and clear of all Encumbrances (Encumbrances, other than Permitted Encumbrances). Each item of Acquired Company Registered , the Business IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting Intellectual Property owned by any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (b) No Except as would not reasonably be expected to be, individually or in the aggregate, material Proceeding is pendingto the FSS Business, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that to the conduct Knowledge of Seller, the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the FSS Business as currently presently conducted does not infringe, misappropriate or otherwise violate the any Third Party’s Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021Property, (iii) by Seller or its Subsidiaries (including IP Seller and to the Acquired Companies)Knowledge of Seller, alleging that any no Person is infringing, misappropriating or otherwise violating any Acquired Company Business IP or and (iiiii) by any Acquired Company there is no claim pending or, with respect to the BusinessKnowledge of Seller, threatened in writing during the six (6) months prior to the date hereof by or against Seller or any of its Subsidiaries, alleging Affiliates related to either of the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021foregoing. (dc) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including Affiliates have taken commercially reasonable efforts to maintain the enforceability of the Business IP Seller and the Intellectual Property owned by the Acquired CompaniesCompanies under applicable Law, own and to protect the confidentiality of material Trade Secrets included in the Business IP and Personal Information held by Seller or one of its Affiliates and exclusively or primarily related to the FSS Business. To the Knowledge of Seller, there has not been any disclosure of any material Trade Secret included in the Business IP to any Person in a manner that has resulted or is likely to result in the loss of Trade Secret rights in and to such information. (d) Since January 1, 2019, there have a valid license to been no failures, breakdowns, continued substandard performance or other right adverse events affecting the Information Technology that forms a part of the Purchased Assets or the Information Technology licensed or made available under any Transferred Contract, or that is otherwise owned or leased by Seller or any of its Affiliates and used exclusively or primarily in the FSS Business (collectively, the “IT Systems”) that (i) have caused any material disruption or material interruption in or to the use all Intellectual Property used in of such IT Systems that adversely impacted the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (e) After the Closing, there will be no Intellectual Property or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets (ii) have not been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is remedied in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”)respects. Except as would not reasonably be expected to havebe material to the FSS Business, individually since January 1, 2019, to the Knowledge of Seller, there have not been any incidents of unauthorized access or in the aggregate, a Material Adverse Effect, none other security breaches of the Acquired CompaniesIT Systems. The IT Systems (x) are in reasonable operating condition and are adequate and suitable for the purposes for which they are being used or held for use, (y) perform, and have been maintained by Seller and its Affiliates in material conformance with their documentation, and (z) to the Knowledge of Seller, do not contain any viruses, Trojan horses, disabling code or “malware” that would reasonably be expected to materially interfere with the ability of Buyer or its Affiliates to conduct the FSS Business. Seller and its Affiliates have taken commercially reasonable steps (including implementing and monitoring compliance with adequate administrative, technical and physical safeguards) to protect the integrity and security of the IT Systems and the information stored therein (including all Personal Information, Trade Secrets, and other confidential information owned, and collected, protected, or maintained by Seller or its Affiliates) from misuse or unauthorized use, access, disclosure, or modification by third parties in compliance with applicable Privacy Laws. (e) All employees, independent contractors and consultants who contributed to the discovery, creation or development of any Business IP or Intellectual Property Owned by an Acquired Company have transferred all rights, title and interest in such Intellectual Property to Seller or one of its Affiliates pursuant to enforceable written agreements, the work-for-hire doctrine or other Subsidiariesconveyance of rights. No such employee, have a duty independent contractor or obligation consultant has any right, title, license, claim or interest whatsoever in or with respect to disclosesuch Intellectual Property. (f) The FSS Financial Wellness Tools that constitute Intellectual Property are either Business IP, deliverowned an Acquired Company, license or otherwise make will be licensed or made available to any other Person any source code of Buyer or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis its Affiliates pursuant to an escrow agreement this Agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations)Ancillary Agreements.

Intellectual Property; Information Technology. (a) 3.14.1 Except as disclosed on Schedule 4.10(a) of the Seller Disclosure Schedule sets forth a list of all material United States and international registrations and applications for: (i) Patents, (ii) Trademarks, and (iii) Copyrights, in each case of the foregoing clauses (i)-(iii), that constitute Acquired Company IP (excluding the IP Seller IP) as of the date hereof (such Intellectual Property3.14.1, the “Acquired Company Registered IP”). The Acquired Companies Sellers solely and exclusively own all legal, equitable and beneficial right, title and interest in and to the Acquired Company Owned IP. The Sellers have not received notice of any allegation, claim or potential claim (a) challenging its sole and exclusive ownership of any Owned IP and IP Seller solely and exclusively owns the IP Seller IPor (b) suggesting that any other Person has any claim of legal, in each case of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered equitable or beneficial ownership thereto or that any Owned IP is duly registered invalid, unenforceable or filed in the name of an Acquired Companyhas been misused. Except as disclosed on Schedule 3.3, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company no Owned IP is subject to any outstanding or effective Order adversely affecting or Contract restricting the use, practice, licensing or exploitation thereof by the Sellers or restricting the sale, transfer or assignment thereof by the Sellers. Except as disclosed on Schedule 3.3, no funding, facilities or personnel of any Acquired Company’s educational institution or IP Seller’s use thereof Governmental Authority were used, directly or rights theretoindirectly, to develop or create, in whole or in part, any Owned IP. 3.14.2 The Sellers lawfully own, or otherwise have sufficient rights to, all Seller IP, and such Seller IP is all of the Intellectual Property that would impair is required to conduct the validity Business in the manner in which it is currently being conducted. All Seller IP is free and clear of any Encumbrances. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (a) result in the loss or enforceability thereof. impairment of any Seller IP, including the use, practice and exploitation of any Seller IP in the same manner in which it is currently being used, practiced or otherwise exploited by the Sellers or (b) No material Proceeding is pending, give rise to any right of any Person to terminate any rights under any Inbound License or to Seller’s Knowledge, has been threatened in writing, against exercise any new or additional rights under any Seller or its Subsidiaries IP. 3.14.3 Neither the Products (including IP Seller and use of the Acquired Companies), since January 1, 2021, alleging (iProducts in a manner for which they were designed) that nor the conduct of the Business in the manner in which it is infringingcurrently being conducted interferes with, misappropriating infringes, misappropriates or otherwise violating violates any Intellectual Property Rights of any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does Sellers have not infringereceived any charge, misappropriate or otherwise violate the Intellectual Property rights of any third partycomplaint, and the conduct of the Business has not done so since January 1claim, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1demand, 2021, (i) by Seller or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including IP Seller and the Acquired Companies, own or have a valid license to notice or other right to use all Intellectual Property used in the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to communication alleging any such infringement, misappropriation or other violation of Intellectual Property. EXHIBIT 2.1 (e) After including any notice that the Closing, there will be no Sellers must license or refrain from using any Intellectual Property or IT Asset owned by Seller or its Affiliates (of any other than any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the BusinessPerson), and there is no such Trade Secrets have been disclosed to basis therefor. To the Sellers’ Knowledge, no Person has interfered with, infringed upon, misappropriated or violated any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations).

Intellectual Property; Information Technology. (a) Schedule 4.10(aSeller or one of its Affiliates exclusively owns the Business Owned IP or has a valid, subsisting and enforceable license to use the Business Licensed IP, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. Except as would not be material and adverse to the Business, all Business Owned IP shall be owned or available for use by the Buyer or Buyer Party immediately after the Closing on terms and conditions substantially 50213729.30 the same as those under which Seller and its Affiliates owned or used such Intellectual Property immediately prior to the Closing. (b) Section 3.14(b) of the Seller Disclosure Schedule Letter sets forth a true, complete and accurate list of all material United States and international registrations and applications for: (i) Patents, (ii) Trademarks, and (iii) Copyrights, in each case of the foregoing clauses (i)-(iii), that constitute Acquired Company all registered or applied for Business Owned IP (excluding the IP Seller IPexpressly including any issued patents, patent applications, registered Trademarks or Trademark applications, copyrights or copyright applications, Internet domain names and social media accounts) including, as of the date hereof (such Intellectual Propertyapplicable, the jurisdictions in which each such item of Intellectual Property has been issued or registered or in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made (the “Acquired Company Registered IP”), and (ii) all material Business Software. All registration, maintenance and renewal fees currently due in connection with the Registered IP have been paid and all documents, recordations and certificates in connection with such registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such registered Intellectual Property and recording Seller’s or its applicable Affiliate’s ownership interests therein. The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (bi) No material Proceeding Neither the Business as conducted since January 1, 2021 nor as presently conducted, nor the use of the Business IP, infringes, misappropriates, dilutes or otherwise violates (and has not since January 1, 2021 infringed, misappropriated, diluted or otherwise violated) any Third Party’s Intellectual Property, (ii) to the Knowledge of Seller, there is pending, or to Seller’s Knowledge, not and has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies)not been, since January 1, 2021, alleging any infringement, misappropriation, dilution or other violation of any Business Owned IP by any Third Party and (iiii) that there is no claim pending, alleged or threatened in writing, or to the conduct Knowledge of Seller, orally by or against Seller or any of its Affiliates (A) related to either of the Business is infringing, misappropriating foregoing or otherwise violating any Person’s Intellectual Property(B) challenging the validity or enforceability, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021, (i) by Seller Seller’s or its Subsidiaries (including IP Seller and the Acquired Companies)Affiliates’ rights in, alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company Business Owned IP, nor has done so since January 1, 2021. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including IP Seller and the Acquired Companies, own or have a valid license to or other right to use all Intellectual Property used in the conduct None of the Business; provided material Business IP is subject to any proceeding or outstanding Order, Contract or stipulation restricting in any manner the use, transfer or licensing by Seller or any of its Affiliates of any material Business IP or that may affect the foregoing is not a representation validity, use or warranty with respect to infringement, misappropriation or other violation enforceability of Intellectual Propertyany such Business IP. (e) After the ClosingNo license to any Business IP grants any Third Party exclusive rights in, there will be no Intellectual Property to or IT Asset owned by Seller or its Affiliates (other than under any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or PurchaserIP. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of Seller and its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and Affiliates have taken commercially reasonable steps actions to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of material Trade Secrets and other material confidential information included in the Business IP. There has not been any disclosure of any material Trade Secret included in the Business IP to any Person in a manner that has resulted or is likely to result in the loss of Trade Secret rights in and to such information. All current and former employees, officers, directors, consultants, and independent contractors of Seller or its Affiliates have been subject to a reasonable policy or code of conduct, consistent with standard industry practices, or executed an agreement prohibiting disclosure of any Trade SecretsSecrets and material confidential information included in the Business IP. No present current or former employee, officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code Affiliates has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations).misappropriated any

Intellectual Property; Information Technology. (a) Schedule 4.10(a5.19(a) of the Seller Disclosure Schedule sets forth contains a list of all material United States and international registrations and applications for: Owned Intellectual Property that is (i) Patentsregistered, issued or applied for with a Governmental Authority, or (ii) Trademarks, and (iiia domain name. All registrations set forth on Schedule 5.19(a) Copyrightsare, in each case of the foregoing clauses all material respects, valid and in force. (i)-(iii), that constitute Acquired b) The Company IP (excluding the IP Seller IP) as of the date hereof (such Intellectual Property, the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clauses, free and clear of all Encumbrances Liens (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (bLiens) No material Proceeding is pending, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that the conduct of the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Propertyhas, or (ii) and, after the invalidityClosing, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021, (i) by Seller or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021. (d) Except as would not reasonably be expected to Buyer will have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including IP Seller and the Acquired Companies, own or have a valid license to or other right to use all Intellectual Property used in or necessary for the conduct of the Business; provided Company’s business as currently conducted. During the twelve (12) month period prior to the date of this Agreement, the Company has not received any written notice from any Person (i) alleging that the foregoing Company has infringed, misappropriated or otherwise violated any Intellectual Property of any other person or (ii) challenging the ownership by the Company of or the validity or enforceability of any Owned Intellectual Property. (c) The Company has made commercially reasonable efforts to protect the confidentiality of the trade secrets and know-how included in the Owned Intellectual Property, including all Company Product formulations. (d) To the knowledge of the Company, no Person has infringed, misappropriated, or otherwise violated, and no Person is not a representation currently infringing, misappropriating, or warranty with respect to infringement, misappropriation or other violation of otherwise violating any Owned Intellectual Property. (e) After The Company has not infringed, misappropriated, or otherwise violated, nor is currently infringing, misappropriating or otherwise violating, and the Closingconduct of the Company’s business as currently conducted by the Company does not infringe, misappropriate or violate the Intellectual Property of any Person. As of the date hereof, there will be is no pending (or, to the knowledge of the Company, threatened in writing) Litigation, to which the Company is a party asserting that the Company’s conduct of the Company’s businesses as currently conducted or use of the Owned Intellectual Property infringes, misappropriates or IT Asset owned by Seller or its Affiliates (other than violates the Intellectual Property of any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or PurchaserPerson. (f) Each Person All Company employees, independent contractors and other service providers who has invented, developed created or created material contributed to Owned Intellectual Property for or on behalf have done so pursuant to a valid and enforceable agreement that protects the confidential information of the Business has assigned all Company and grants the Company exclusive ownership of its rights in same any such inventions, creations or contributions, copies of which have been previously delivered to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectBuyer. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve To the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets knowledge of the Business)Company, and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present current or former officer, directoremployee, consultant, advisor, employee advisor or independent contractor of any Acquired the Company (or as it relates who has contributed to the Business, of Seller creation or its other Subsidiaries) is in default or breach development of any Owned Intellectual Property has been during employment agreementor engagement with the Company, subject to any employment, invention disclosure, invention assignment, non-disclosure agreement, assignment or noncompetition or any other Contract with any other party that would have an adverse effect on the rights of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectsuch Owned Intellectual Property. (h) Schedule 4.10(hDuring the twelve (12) month period prior to the date of this Agreement and as of the Seller Disclosure Schedule sets forth a list date of all material software that this Agreement, there has been and is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available no failure with respect to any software, communications devices, computer systems, servers, network equipment, point of sale systems, and other Person any source code of electronic hardware owned or used by or for the Proprietary Software Company (“Acquired Company Source CodeIT Systems”) on that caused a contingent basis pursuant material disruption to an escrow agreement the Company’s business and that has not been reasonably resolved. (i) The Company IT Systems are sufficient for the needs of the business of the Company as it is currently conducted. The Company has taken commercially reasonable actions to protect the security and integrity of the Company IT Systems and the data stored or contained therein or transmitted thereby including by implementing industry standard procedures preventing unauthorized access and the introduction of any virus, worm, Trojan horse or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations)disabling code or program.

Intellectual Property; Information Technology. (a) Schedule 4.10(a) As of the Seller Disclosure Schedule sets forth a list of Closing, each Target Company will own or have the right to use all material United States and international registrations and applications for: (i) Patents, (ii) Trademarks, and (iii) Copyrights, in each case items of Intellectual Property necessary for the operation of the foregoing clauses (i)-(iii), that constitute Acquired Company IP (excluding the IP Seller IP) Business as presently conducted. As of the date hereof (such Closing, each Target Company will have good and marketable title to its Owned Intellectual Property, Property necessary to operate the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clausesBusiness as presently conducted, free and clear of all any Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (b) No material Proceeding is pending, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that the conduct As of the Business Closing, no member of the Sellers’ Group, other than the Target Companies, will own any Intellectual Property necessary for or used or held for use in connection with the operation of the Business. (c) No Seller (to the extent related to the Business) and no Target Company is infringing, misappropriating or otherwise violating any Personthird party’s Intellectual Property; and, to the Sellers’ Knowledge, no Seller (to the extent related to the Business) nor any Target Company has in the last six (6) years infringed, misappropriated or otherwise violated any third party’s Intellectual Property. No member of the Sellers’ Group and no Target Company has received in the last six (6) years any written, or to the Sellers’ Knowledge oral, notice or written, or to the Sellers’ Knowledge oral, communication alleging that the conduct of the Business infringes, misappropriates or otherwise violates any third party’s Intellectual Property. To the Sellers’ Knowledge, no third party has infringed upon, misappropriated or otherwise violated any Owned Intellectual Property rights. (d) Section 4.10(d) of the Disclosure Schedule identifies each (i) issued patent and each registered trademark, service xxxx, copyright and Internet domain name that is Owned Intellectual Property, including the jurisdictions in which each such item has been issued or registered, (ii) pending patent application or application for registration that has been made with respect to any Owned Intellectual Property, including the invalidity, misappropriation or unenforceability jurisdictions in which such applications have been filed; (iii) a summary description of or challenging their ownership or scope of any Acquired Company IP. The all unregistered Intellectual Property that is (A) owned by the Target Companies and (B) used in the Business and material to the conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the presently conducted; and (iv) Software application included in Owned Intellectual Property rights of any third party, and that is material to the conduct Business. With respect to each such item identified on Section 4.10(d) of the Business has not done so since January 1Disclosure Schedule, 2021. (c) No no Proceeding is pending or has been threatened in writing since January 1, 2021, (i) by Seller or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including IP Seller and the Acquired Companies, own or have a valid license to or other right to use all Intellectual Property used in the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (e) After the Closing, there will be no Intellectual Property or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent Sellers’ Knowledge, threatened, which challenges the legality, validity, enforceability, use or ownership of any such rights do not vest in an Acquired Company by operation of lawitem that, except as if determined adversely, would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. (e) All products sold, offered for sale or imported or exported in connection with the Business and subject to an issued patent or trademark owned or licensed by the Target Companies have been marked with the proper patent or trademark notice in accordance with Applicable Law. (f) All of the IT Systems are (i) owned by, or validly licensed, leased or supplied under IT Contracts to, the Seller Group or Target Companies and (ii) maintained and supported by the Seller Group, Target Companies or by a third party under an IT Contract. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except Except as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, there are no circumstances in which the ownership, benefit or right to use the IT Systems owned by a Target Company or subject to an IT Contract to which a Target Company is a party might be lost, or rendered liable to termination, solely by virtue of the acquisition of the Business by the Purchasers or the performance of this Agreement or any Ancillary Agreement. (h) Schedule 4.10(hThe IT Systems that are (i) owned by the Target Companies; (ii) licensed, leased or supplied to the Target Companies under the IT Contracts; or (iii) acquired by the Purchasers under this Agreement or made available to the Purchasers under the Transition Services Agreement (that include, for purposes of this clause (iii), the information and communications technologies to the extent used by the Sellers’ Group in connection with the Business as of the Seller Disclosure Schedule sets forth a list of Closing, including hardware, Software, networks, and associated documentation), together comprise all the IT Systems that are sufficient in all material software that is Acquired Company IP (“Proprietary Software”). Except respects to conduct and operate the Business immediately after the Closing substantially as would not reasonably be expected conducted by the Sellers as of immediately prior to have, individually or the Closing and in the aggregatelast six months prior to the Closing, a Material Adverse Effect, none except with respect to changes made in such six month period that were not materially adverse to the operation of such IT Systems in the conduct of the Acquired Business. (i) The Target Companies have implemented reasonable measures to protect the confidentiality of their material trade secrets and confidential information of third parties, and the integrity, security and continuous operation of their material Software, systems and networks. (j) To the Sellers’ Knowledge, during the three (3) years prior to the date hereof, the Business has not suffered any compromise of data security or any corruption or loss of data. Each Target Company has evaluated its disaster recovery and backup needs and has implemented plans and systems that are reasonably designed to address its assessment risk. The Target Companies have complied in all material respects with all Applicable Laws and their respective internal privacy policies relating to the use, collection, storage, disclosure and transfer of any personally identifiable information collected by or on behalf of the Target Companies. The Target Companies have not received a written complaint regarding the Target Companies’ collection, Seller use or its other Subsidiariesdisclosure of personally identifiable information. (k) All former and current employees, have a duty or obligation to discloseincluding all Business Employees, deliveragents, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees consultants and independent contractors of the Acquired Companies members of the Sellers’ Group who have authored, co-authored or otherwise contributed to or participated in any material way in the conception or development of material proprietary Intellectual Property have executed a written agreement pursuant to which they have assigned any and all of their rights in such Intellectual Property to the Target Companies. (l) No Target Company or Seller (with respect to the Business) is using any Owned Intellectual Property developed under any Government Contract for purposes outside of the scope of that Government Contract without having obtained any necessary and appropriate prior permission of the applicable Contracting Officer, Governmental Authority or prime contractor, subcontractor, vendor or other authorized Person. (m) Except as set forth in Section 4.10(m), of the Disclosure Schedule, no Governmental Authority has any rights in any Software or technical data that is Intellectual Property, except for Limited Rights in technical data and/or Restricted Rights in computer software (as each term is defined in FAR 52.227-14 and Department of Defense FAR Supplement (DFARS) 252.227-7013 and 7014) or Government Purpose License Rights as defined in the DFARS, or commercial rights in Software consistent with FAR 12.212 or DFARS 227.7202-3, or other applicable similar rights pursuant to Government Contract clauses that are subject prescribed in the applicable federal acquisition regulations (FAR Rights). Except as set forth in Section 4.10(m) of the Disclosure Schedule, no prime contractor, or a higher-tier subcontractor under a Government Contract with a Target Company or Seller (with respect to appropriate confidentiality obligations)the Business) has been granted or otherwise is entitled to any rights in any Software or technical data that is Intellectual Property pursuant to the terms of such Government Contract, except for the right to use the Intellectual Property solely in furtherance of such Government Contract (or the related prime contract with a Governmental Authority) and the right to grant to such Governmental Authority such rights in technical data and computer software pursuant to the FAR Rights applicable to the Government Contract. (n) Except as set forth in Section 4.10(n) of the Disclosure Schedule, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in or contractually require (e.g., under an open source license) the delivery, license, or disclosure of the source code for any Sellers’ Software to any third Person.

Intellectual Property; Information Technology. (a) Schedule 4.10(a4.13(a) sets forth, as of the Seller Disclosure Schedule sets forth date of this Agreement, a complete and accurate list of all material United States and international registrations and applications for: (i) PatentsRegistered IP, (ii) Trademarksdomain names included in the Seller IP, and (iii) Copyrights, social media handles included in each case of the foregoing clauses (i)-(iii), that constitute Acquired Company IP (excluding the IP Seller IP) as of the date hereof (such Intellectual Property, the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company Registered IP is subject to involved in any outstanding Order adversely affecting any Acquired Company’s opposition, cancellation, nullity, reissue, reexamination, inter parties review or IP Seller’s use thereof or rights theretoproceeding, post-grant review, interference, derivation, or that would impair other Proceeding or action challenging the validity use, validity, issuance, registration, enforceability, inventorship, authorship, or enforceability thereofownership of such Registered IP. (b) No material Proceeding is pendingExcept as has not been, or would not be, individually or in the aggregate, material to Seller’s Knowledgethe Business, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller the Purchased Assets and the Acquired Companies)Assumed Liabilities, since January 1taken as a whole, 2021, alleging (i) the Seller IP that is being assigned per this Agreement together with all Intellectual Property licensed or made available to Seller pursuant to the conduct Assumed Agreements contain all of the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of Property needed to operate the Business in substantially the same manner as currently conducted does not infringe, misappropriate or otherwise violate by the Intellectual Property rights of Seller and any third party, and the conduct of the Business has not done so since January 1, 2021Purchased Subsidiary. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021, (i) by Seller or its Subsidiaries (including IP Seller The Purchased Assets and the Acquired Companies)Assumed Liabilities, alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company ortaken as a whole, with respect to each trade secret being transferred as part of the BusinessSeller IP, Seller has taken reasonable precautions to protect the secrecy, confidentiality, and value of its trade secrets and, to the Seller’s Knowledge, the trade secrets have not been used, divulged, or its Subsidiaries, alleging appropriated either for the invalidity, misappropriation or unenforceability benefit of any Intellectual Property. No third party is, Person (other than Seller) or to the detriment of Seller and no trade secret is subject to any adverse claim or has been challenged or threatened in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021way. (d) Except as set forth in Schedule 4.13(d), Seller is not infringing, misappropriating, diluting, or otherwise violating any Intellectual Property rights of any Person, and there is no Proceeding pending or threatened and neither Seller nor any Purchased Subsidiary has received any written charge, complaint, claim, demand, or notice since January 1, 2023 alleging: either (i) any such infringement, misappropriation, dilution, or violation or (ii) challenging the use, validity, inventorship, authorship, ownership, or enforceability of any Seller IP. Seller is not in breach of any contract relating to the Seller IP, except (A) as a result of the Bankruptcy Case, (B) as has not been, or would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effectmaterial to the Business, Seller and its Subsidiaries, including IP Seller the Purchased Assets and the Acquired CompaniesAssumed Liabilities, own taken as a whole, (C) as may be cured upon entry of the Sale Order or (D) for Contracts that have a valid license to been or other right to use all Intellectual Property used will be rejected in the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual PropertyBankruptcy Case. (e) After To the ClosingSeller’s Knowledge, there will be no Intellectual Property Person is infringing, misappropriating, diluting or IT Asset owned by Seller or its Affiliates (other than otherwise violating any Seller Group Marks) IP. The Seller has not threatened, made or asserted any charge, complaint, claim, demand or notice since January 1, 2022 alleging any such infringement, misappropriation, dilution, or violation that is necessary for or used by the Business has not been fully resolved as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaserdate hereof. (f) Each Person who has inventedNeither Heavy Metal, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of lawInc. nor Xxxxxxxxxxx Xxxxxx, except as would not reasonably be expected covered by an existing license agreement, own any Intellectual Property necessary to have, individually or in operate the aggregate, a Material Adverse EffectBusiness as currently conducted. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve IT Systems operate as required by the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSeller. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations).