Common use of Intellectual Property; Privacy Clause in Contracts

Intellectual Property; Privacy. (i) Section 3.03(c) of the Disclosure Statement sets forth a complete and accurate list of all patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the Companies; and all such listed Intellectual Property is subsisting and unexpired, and to Sellers’ Knowledge, valid and enforceable. The Acquired Companies exclusively own such listed Intellectual Property and all other Intellectual Property owned or purported to be owned by the Companies, and own or have the right to use all other Intellectual Property necessary for, used or held for use in the conduct of the Acquired Companies’ business as currently conducted (the “Fortress Intellectual Property”). (ii) The conduct of the Acquired Companies’ business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and to Sellers’ Knowledge, no Person is infringing, misappropriating or otherwise violating any Fortress Intellectual Property owned by the Acquired Companies; and there are no claims (including cease and desist letters and invitations to take a patent license) alleging any of the same. (iii) Except where failure to do so does not or would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies, taken as a whole, each of the Acquired Companies has taken commercially reasonable steps to protect and maintain: (A) its confidential information and trade secrets; (B) its exclusive ownership of material proprietary Intellectual Property; and (C) the security, operation and integrity of its material systems and software. (iv) Except where failure to do so does not or would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies, taken as a whole, the Acquired Companies use, storage, sharing, disclosure, processing, dissemination and disposal of any personal data is in compliance in all material respects with all applicable privacy policies, terms of use, contractual obligations and applicable Laws. Each of the Acquired Companies maintains policies, safeguards and procedures regarding data security and privacy that are commercially reasonable and consistent with industry standards. Each of the Acquired Companies has not been subject to any security breaches relating to, or violations of any security policy regarding, or any unauthorized access of, any personal data used by or on behalf of such Acquired Company, other than those that were resolved without material cost, material liability or the duty to notify any Person arising under applicable Law or terms of applicable Contracts.

Intellectual Property; Privacy. (a) Section 3.19(a) of the Company Disclosure Schedule sets forth a list of all (i) Section 3.03(c) of the Disclosure Statement sets forth a complete issued patents and accurate list of all patents, pending patent applications, trademark registrations (ii) registered trademarks and pending applications for registrationtrademark applications, copyright registrations (iii) registered copyrights and pending applications for registration and internet (iv) registered domain name registrations owned by names, in each case that are included in the Companies; and all such listed Company Intellectual Property (collectively, the “Company Registered IP”). Each material item of Company Registered IP is subsisting and unexpiredsubsisting, and has not been abandoned or cancelled and, to Sellers’ Knowledgethe Knowledge of the Company, is valid and enforceable. During the period from January 1, 2022 through the date hereof, there have been no Proceedings pending or, to the Knowledge of the Company, threatened challenging any material Company Intellectual Property. (b) The Acquired Companies exclusively own such listed Company or one of its Subsidiaries is the sole and exclusive owner of each item of material Company Intellectual Property, and any other material Intellectual Property and all other Intellectual Property owned or purported to be owned by the CompaniesCompany or its Subsidiaries, free and clear of any Liens (other than Permitted Liens). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries own or otherwise have sufficient rights in and to, and immediately after the Closing will continue to own or have sufficient rights on substantially the right to use same terms in and to, all other Intellectual Property that is used in or necessary for, used or held for use in the conduct businesses of the Acquired Companies’ business Company and its Subsidiaries as currently conducted (the “Fortress Intellectual Property”)conducted. (iic) There are, and since January 1, 2022 there have been, no Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging that the Company or any of its Subsidiaries has infringed, misappropriated or violated any Third Party’s Intellectual Property, except as has not resulted and would not reasonably be expected to result, individually or in the aggregate, in material liability to, or material disruption to the businesses of, the Company and its Subsidiaries, taken as a whole. The conduct of the Acquired Companies’ business businesses of the Company and its Subsidiaries as currently conducted and as conducted since January 1, 2022, does not infringe, misappropriate or otherwise violate violate, and has not infringed, misappropriated or violated, the Intellectual Property of any Person; Third Party, except as has not resulted and to Sellers’ Knowledge, no Person is infringing, misappropriating or otherwise violating any Fortress Intellectual Property owned by the Acquired Companies; and there are no claims (including cease and desist letters and invitations to take a patent license) alleging any of the same. (iii) Except where failure to do so does not or would not reasonably be expected to result, individually or in the aggregate, in material liability to, or material disruption to the businesses of, the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Company, no Third Party is infringing, misappropriating or violating any Company Intellectual Property, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (d) Since January 1, 2022, (i) the Company and its Subsidiaries have a Material Adverse Effect implemented and maintained reasonable physical, technical and contractual measures designed to protect and maintain the secrecy, confidentiality and value of all Trade Secrets and other material confidential information owned, used or held by or on behalf of the Acquired CompaniesCompany or any its Subsidiaries, including by ensuring that all Persons with access to such Trade Secrets and other material confidential information have either executed written Contracts requiring such Persons to maintain the confidentiality thereof or are otherwise bound by equivalent legal or ethical duties, and (ii) to the Knowledge of the Company, there has been no material unauthorized use of, access to, or loss or disclosure of any such Trade Secrets or confidential information. (e) Each Person who is or was an employee or contractor of the Company or any of its Subsidiaries, and who has, since January 1, 2022, created or developed Intellectual Property within the scope of such employment or engagement that, individually or in the aggregate, is material to the business of the Company and its Subsidiaries, taken as a whole, each has executed a valid and enforceable Contract irrevocably assigning to the Company or an applicable Subsidiary all of such Person’s right, title and interest in and to such Intellectual Property, or such Intellectual Property has otherwise vested in the Company or one of its Subsidiaries automatically by operation of applicable Law. To the Knowledge of the Acquired Companies has taken commercially reasonable steps Company, no such Person retains or claims to protect and maintain: (A) its confidential information and trade secrets; (B) its exclusive ownership of retain any right, title or interest in or to any such material proprietary Intellectual Property; and (C) the security, operation and integrity of its material systems and software. (ivf) Except where failure to do so does as has not or been and would not reasonably be expected to have a Material Adverse Effect on be, individually or in the Acquired Companiesaggregate, material to the Company and its Subsidiaries, taken as a whole, the Acquired Companies useinformation technology systems and operational technology systems (in each case, including all computer hardware, software, firmware, process automation, industrial control systems and telecommunications systems) owned, leased or licensed by or, to the Knowledge of the Company, on behalf of the Company or its Subsidiaries (the “Systems”) (i) operate and perform as required by the Company and its Subsidiaries, and have not suffered any malfunctions or failed since January 1, 2022, and (ii) to the Knowledge of the Company, are free from any viruses, worms, Trojan horses, bugs, faults, errors, contaminants, spyware and any other disabling or malicious code. The Company and its Subsidiaries have implemented reasonable data backup, data storage, sharingsystem redundancy, disclosurebusiness continuity and disaster avoidance and recovery plans, processing, dissemination policies and disposal of any personal data is in compliance in all material respects with all applicable privacy policies, terms of use, contractual obligations and applicable Laws. Each of the Acquired Companies maintains policies, safeguards and procedures regarding data security and privacy that are commercially reasonable and consistent with industry standards. Each of the Acquired Companies procedures. (g) Except as has not been subject and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries and, to the Knowledge of the Company, Third Parties to the extent that they hold, use or otherwise process Sensitive Data, (x) are currently in compliance with, and since January 1, 2022 have complied with, all Data Security Requirements and (y) have reasonable security measures in place designed to protect any Sensitive Data under their possession or control from any access, use or disclosure that would violate any Data Security Requirements. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Third Parties, to the extent that they hold, use or otherwise process Sensitive Data, have (i) since January 1, 2022, experienced any incident in which Sensitive Data was or may have been lost, inaccessible, stolen or improperly accessed, used or disclosed, including any actual or alleged data security breaches relating toor unauthorized access or use of any of the Systems, or violations (ii) during the period from January 1, 2022 through the date hereof, received any written claims, notices or complaints from any Person with respect to the data privacy and data security practices or procedures of, or compliance with the Data Security Requirements by, the Company or any of any security policy regardingits Subsidiaries, or any unauthorized access ofThird Party to the extent it holds, any personal data used by uses or on behalf otherwise processes Sensitive Data, except in each case of such Acquired Companyclauses (i) and (ii) as has not been and would not reasonably be expected to be, other than those that were resolved without material costindividually or in the aggregate, material liability or to the duty to notify any Person arising under applicable Law or terms of applicable ContractsCompany and its Subsidiaries, taken as a whole.

Intellectual Property; Privacy. (a) Except as has not had, and would not be reasonably expected to have, a Material Adverse Effect, (i) Section 3.03(call Registered IP that is Owned IP or Registered IP exclusively licensed to any Acquired Corporation are valid, enforceable, subsisting and not abandoned or cancelled and (ii) no Legal Proceeding (other than routine examination proceedings with respect to pending applications) is pending or, to the knowledge of the Disclosure Statement sets forth Company, threatened in writing against any Acquired Corporation, in which the validity of any Registered IP owned or purported to be owned by, or exclusively licensed to, an Acquired Corporation is being contested or challenged. (b) Except as has not had, and would not be reasonably expected to have, a complete Material Adverse Effect, (i) the Acquired Corporations are the sole and accurate list exclusive owners of all patentsRegistered IP that is Owned IP, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the Companies; and all such listed Intellectual Property is subsisting and unexpired, and to Sellers’ Knowledge, valid and enforceable. The Acquired Companies exclusively own such listed Intellectual Property and all other Intellectual Property in each case owned or purported to be owned by the CompaniesAcquired Corporations, free and clear of all Encumbrances (other than Permitted Encumbrances and Out-bound Licenses) and (ii) the Company has the legal power to convey to the Surviving Corporation all of its rights in all material Company IP. (c) To the knowledge of the Company, except as has not had, and own or have would not be reasonably expected to have, a Material Adverse Effect, (i) each Company Associate who is involved in the right to use all other creation of any material Company IP has signed an agreement containing an assignment of Intellectual Property necessary forRights to an Acquired Corporation and confidentiality provisions protecting such Company IP, used or (ii) there is no breach under any such agreement and (iii) no Governmental Body holds any ownership rights to Owned IP. (d) Except as has not had, and would not be reasonably expected to have, a Material Adverse Effect, the Acquired Corporations have taken reasonable steps to maintain the confidentiality of all Trade Secrets held for use in by an Acquired Corporation. (e) Except as has not had, and would not be reasonably expected to have, a Material Adverse Effect, (i) to the conduct knowledge of the Company, the operation of the Acquired Companies’ business as currently conducted (the “Fortress Intellectual Property”). (ii) The conduct of the Acquired CompaniesCorporations’ business as currently conducted does not infringe, misappropriate or otherwise violate the any Intellectual Property Rights owned or purported to be owned by any other Person; (ii) no Legal Proceeding is pending or, is being threatened in writing against an Acquired Corporation alleging infringement, misappropriation or other violation of any Intellectual Property Rights of another Person; and (iii) to Sellers’ Knowledgethe knowledge of the Company, in the two (2) years prior to the date hereof, no Acquired Corporation has received any written notice alleging any infringement, misappropriation or other violation of any Intellectual Property Right of another Person by an Acquired Corporation. (f) Except as has not had, and would not be reasonably expected to have, a Material Adverse Effect, (i) to the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating in any Fortress Intellectual Property owned respect any Company IP and (ii) no Legal Proceeding is pending or threatened in writing by the an Acquired Companies; and there are no claims (including cease and desist letters and invitations to take a patent license) Corporation alleging infringement, misappropriation or other violation of any of the sameCompany IP. (iiig) Except where failure to do so does as has not or had, and would not be reasonably be expected to have have, a Material Adverse Effect on the Acquired CompaniesEffect, taken as a whole, each none of the Company IP owned or purported to be owned by an Acquired Companies has taken commercially reasonable steps Corporation is subject to protect and maintain: (A) its confidential information and trade secrets; (B) its exclusive ownership any pending or outstanding order or judgment, that restricts the use or licensing of material proprietary Intellectual Property; and (C) any such Company IP by an Acquired Corporation, or otherwise affects in any respect the securityvalidity, operation and integrity use or enforceability of its material systems and softwareany such Company IP. (ivh) Except where failure To the knowledge of the Company, each Acquired Corporation owns or is licensed to do so does use, or has the right to use, all Registered IP necessary for the conduct of business substantially in the manner conducted, except as has not or had, and would not be reasonably be expected to have have, a Material Adverse Effect on Effect. Notwithstanding anything to the contrary in this Agreement, the foregoing representation is not to be interpreted as a representation regarding infringement or misappropriation of any Intellectual Property Rights owned or purported to be owned by any other Person, which is dealt with exclusively in Section 3.8(e) above. (i) Except as has not had, and would not be reasonably expected to have, a Material Adverse Effect, (i) the Acquired Companies, taken as a whole, the Acquired Companies use, storage, sharing, disclosure, processing, dissemination and disposal of any personal data is Corporations are in compliance in all material respects with all applicable privacy Legal Requirements, as well as their own policies, terms relating to privacy, data protection or the collection and use of usePersonal Data collected, contractual obligations and applicable Laws. Each of the Acquired Companies maintains policies, safeguards and procedures regarding data security and privacy that are commercially reasonable and consistent with industry standards. Each of the Acquired Companies has not been subject to any security breaches relating to, used or violations of any security policy regarding, or any unauthorized access of, any personal data used held for use by or on behalf of such any Acquired CompanyCorporation and (ii) no Legal Proceedings are pending or threatened in writing against any Acquired Corporation alleging a violation of any applicable Legal Requirements, other than those that were resolved without material costor any Acquired Corporation’s own policies relating to privacy, material liability data protection or the duty collection and use of Personal Data. (j) Except as has not had, and would not be reasonably expected to notify have, a Material Adverse Effect, (i) the Acquired Corporations have implemented a written information security program that includes appropriate administrative, physical and technical safeguards to secure any Person arising under applicable Law Personal Data used by the Acquired Corporations from unauthorized use or terms access, acquisition or other compromise of applicable Contractssuch Personal Data (any such incident, a “Security Incident”) and (ii), to the Company’s knowledge, in the one year prior to the date hereof, there have not been any Security Incidents or Legal Proceedings related to actual or alleged Security Incidents.

Intellectual Property; Privacy. (ia) Section 3.03(c4.21(a) of the Disclosure Statement sets forth Letter contains a complete and accurate list of all patents, patent applications, trademark (i) registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the Companies; and all such listed or issuances of any Business Intellectual Property is subsisting and unexpired, and to Sellers’ Knowledge, valid and enforceable. The Acquired Companies exclusively own such listed Intellectual Property and all other Intellectual Property Rights owned or purported to be owned by the CompaniesSeller, (ii) pending applications for registration or issuance of any Business Intellectual Property Rights owned or purported to be owned by Seller, (iii) Contracts under which Seller has granted or licensed to any third party any Business Intellectual Property Rights (a “Licenses-Out”), (iv) Contracts under which a third party has granted or licensed to Seller any Business Intellectual Property Rights (“Licenses-In”), (v) proprietary Software owned or purported to be owned by Seller, (vi) Trade Secrets owned or purported to be owned by Seller, (vii) unregistered Marks owned or purported to be owned by Seller, and own (viii) Domain Names registered in the name of Seller or for which Seller is the registrant, in each case and as applicable, categorized by type (e.g., Patents, Marks, Domain Names, Copyrights, Contracts, Trade Secrets and Software). Correct and complete copies of all such registrations, applications and Contracts, in each case, as amended, or otherwise modified and in effect, have the right been made available to use all other Buyer. The applications, registrations, and issuances of any Business Intellectual Property necessary for, used or held for use Rights identified in the conduct of the Acquired Companies’ business as currently conducted subsection (i) and (ii) above and all associated Business Intellectual Property Rights (the “Fortress Registered Business Intellectual Property”), as well as all other Business Intellectual Property Rights owned or purported to be owned by Seller (the “Owned Business Intellectual Property”) are active, subsisting, and enforceable. None of the Owned Business Intellectual Property, nor to Seller’s Knowledge any other Business Intellectual Property Rights, has expired or been cancelled, abandoned, or otherwise terminated. All required filings and fees related to the Registered Business Intellectual Property have been timely submitted and paid to the appropriate Governmental Entities. No act or omission has occurred or is occurring that would reasonably be expected to result in or cause the abandonment, cancellation, loss, lapse, or expiration of any of the Owned Business Intellectual Property or, to Seller’s Knowledge, the other Business Intellectual Property Rights. (iib) Seller owns exclusively and beneficially, free and clear of all Liens, all rights, title, and interests in and to the Owned Business Intellectual Property and has the valid right to use, free and clear of all Liens, all of the other Business Intellectual Property Rights, including the Intellectual Property Rights associated with the Intellectual Property listed on Section 4.21(a) of the Disclosure Letter, and no Business Intellectual Property Rights are in the control of any Person other than Seller. Except as set forth on Section 4.21(b)(i) of the Disclosure Letter, Seller has the right to use, sell, license, dispose of and freely assign, and has the right to bring actions for the infringement of, all Business Intellectual Property Rights, without restriction or limitation (other than pursuant to applicable Law). Seller is not under any obligation to pay any royalty, license fee or other similar consideration to any Person or to obtain any approval or consent for use of any Business Intellectual Property Rights (except, in the case of licensed Business Intellectual Property Rights, as set forth in the license therefor and which license is referred to in Section 4.21(b)(ii) of the Disclosure Letter). (c) The conduct Business Intellectual Property Rights comprise all of the Intellectual Property Rights material to and necessary for the operation of the Business (including the manufacture, advertising, marketing, promotion, offering for sale, sale, and distribution of Products) in the manner operated in the prior 12 months. All Products made, manufactured, used, advertised, offered for sale or sold under any Patents or Copyrights or in connection with any Marks that are part of the Acquired Companies’ business Assets are properly marked with patent notices, trademark notices, and/or copyright notices. All Marks shown or used on Products are owned by Seller or lawfully licensed for Seller’s use in the manner so used by Seller. (d) The Business Intellectual Property Rights and Seller’s operation of the Business since January 1, 2018 have not and do not infringe upon, misappropriate, dilute, unfairly compete with, or otherwise violate or conflict with the Intellectual Property Rights of any Person or would give or have given rise to an obligation to render an accounting to any Person as currently conducted a result of co-authorship, co-ownership, or co-invention, nor does their exist any valid basis for any such claim or action. After the Effective Time, Buyer will be able to continue to exclusively own, use, license or sub-license all Business Intellectual Property Rights in the same manner as Seller prior to the Effective Time and Buyer’s ownership, use, licensing or sub-licensing of such Business Intellectual Property Rights will not infringe, misappropriate or otherwise violate the or conflict with any Intellectual Property Rights of any Person or unfairly compete with any Person. Seller is not aware of any infringement, violation, misappropriation, or unlicensed use of any of the Business Intellectual Property Rights or of any claim of unfair competition against the Business. Seller has not received notice of any adversely held Intellectual Property Right of any other Person alleging or threatening to assert that Seller’s use of any of the Business Intellectual Property Rights infringes upon, misappropriates, dilutes, violates or is in conflict with any Intellectual Property Rights or other proprietary rights of any Person; and . There is no basis for any charge, claim, suit or action asserting any such infringement, misappropriation, dilution, or violation, or asserting that Seller does not have the legal right to Sellers’ use any Business Intellectual Property Rights or that the Business unfairly competes with any Person. No other Person is, to Seller’s Knowledge, currently infringing upon, misappropriating, diluting, or violating any right of Seller with respect to the Business Intellectual Property Rights. No Business Intellectual Property Right is subject to any action, Contract (other than the Assumed Contracts), or outstanding order or settlement agreement or stipulation that restricts in any material manner the use, provision, transfer, assignment or licensing thereof by Seller (or, after the Effective Time, Buyer) or materially affects the validity, use or enforceability of such Business Intellectual Property Right. (e) All Registered Business Intellectual Property has been duly filed, registered or issued, as the case may be, with the appropriate Governmental Entity and have been properly maintained and renewed in accordance with all applicable Laws. Seller has used and uses its best efforts to diligently protect its rights in the Business Intellectual Property Rights, including the confidential nature of all Trade Secrets (including any Trade Secrets of third parties to whom Seller owed or owes a duty of confidentiality), and there have been no Person is infringingacts or omissions by Seller, misappropriating the result of which would be to compromise the rights of Seller (or Buyer after the Effective Time) to apply for or enforce appropriate legal protection afforded by such Business Intellectual Property Rights or that would result in the abandonment, dedication to the public domain, or loss of any right sin or to any Business Intellectual Property Rights. (f) All third party Software used in connection with the Business or otherwise violating residing on Seller’s computer or information technology systems is properly licensed, and Seller has not made any Fortress Intellectual Property owned unlicensed copies of such Software except those permitted for archival and back-up purposes as may be permitted per applicable Law. The Software (excluding commercially available off the shelf software licensed pursuant to a “shrink-wrap license” (or the functional equivalent) purchased for $10,000 or less (“Commercial Software”)) that is used or held for use by Seller or otherwise necessary to the operation of the Business or ownership of the Acquired Assets, including any embedded or integrated third party Software, does not contain any open source software, shareware or freeware. Any Software created or developed by Seller or on its behalf is free and clear of any defects, malware, viruses or other Harmful Code. To the Knowledge of Seller, the use, sale or licensing of the Software is not governed, in whole or in part, by the Acquired Companies; terms of the GNU General Public License or any other license requiring (as a license condition or otherwise) Seller to disclose, assign, or license any source code or any other content associated with the Software. (g) Each current and there are no claims (including cease former employee of Seller and desist letters each current and invitations to take a patent license) alleging former independent contractor or other Person retained by Seller who, either alone or in concert with others, created or creates, developed or develops, invented or invents, discovered or discovers, derived or derives, programmed or programs or designed or designs any of the sameBusiness Intellectual Property Rights, has entered into a written agreement with Seller (i) presently assigning all such Business Intellectual Property Rights to Seller to the fullest extent permitted per applicable Law, (ii) providing that such employee, independent contractor or other Person waives any moral rights thereto to the fullest extent permitted per applicable Law, and (iii) containing confidentiality provisions reasonably tailored to protect any Trade Secrets. No former owner, Affiliate, employee or independent contractor of Seller, or other Person, has any valid claim or right to any of the Owned Business Intellectual Property. No employee of Seller is a party to or otherwise bound by any Contract with or obligated to any other Person (including any former employer) which prevents such employee from performing services for the Business. (iiih) Except where failure to do so does not or would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies, taken as a whole, each of the Acquired Companies Seller has taken used commercially reasonable steps to protect efforts, consistent with industry standards and maintain: (A) its confidential information and trade secrets; (B) its exclusive ownership of material proprietary Intellectual Property; and (C) the security, operation and integrity of its material systems and software. (iv) Except where failure to do so does not or would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies, taken as a whole, the Acquired Companies use, storage, sharing, disclosure, processing, dissemination and disposal of any personal data is in compliance in all material respects with all applicable privacy policiesData Protection Laws, terms of useto protect from unauthorized use or disclosure all Personal Data related to the Business collected by Seller or in the possession, contractual obligations and applicable Laws. Each of the Acquired Companies maintains policies, safeguards and procedures regarding data security and privacy that are commercially reasonable and consistent with industry standards. Each of the Acquired Companies has not been subject to any security breaches relating tocustody, or violations control of any security policy regardingSeller. Seller, and each of its respective employees, agents, Representatives, and contractors to whom such Personal Data has been disclosed, collected, provided or any unauthorized access of, any personal data used made available by or on behalf of Seller (or its or their third party service providers), are, and have (i) been in compliance with all applicable Data Protection Laws, (ii) been in compliance with all of Seller’s respective Policies (and any applicable third party Policies), and (iii) implemented reasonable and appropriate administrative, technical, and physical safeguards that are designed to protect against unauthorized use, access and disclosure of such Acquired CompanyPersonal Data. Seller has contractually required any third parties to whom such Personal Data has been disclosed, other than those that were resolved without material costprovided or made available, material liability to have in place reasonable and appropriate administrative, technical, and physical safeguards and compliant with all applicable Data Protection Laws. Seller has secured all consents necessary to permit the disclosure or exchange of such Personal Data to any third Person to whom Seller has provided or made available such Personal Data. The consummation of the duty to notify transactions contemplated by this Agreement does not violate the privacy rights of any Person arising and Seller has secured all consents, and issued all notifications, required to permit the transactions contemplated hereunder and in a manner compliant with all Data Protection Laws. Seller and its employees and, to the Knowledge of Seller, its agents, Representatives, and contractors have complied with all contractual obligations to which they are or were bound concerning the collection, storage, handling, use, disclosure, transmission, possession, disposal, Processing, or any breach of any Personal Data. Seller and its employees and, to the Knowledge of Seller, its agents, Representatives and contractors have obtained all requisite consents, permissions, and/or authorizations necessary for Seller or such Persons to use or disclose such Personal Data as used or disclosed by Seller or such Persons. Buyer will have the right to use any such Personal Data after the Effective Time, as used by Seller prior to the Effective Time, without notifying the Persons about whom such Personal Data relates or otherwise obtaining their consent. Buyer’s use of such Personal Data will not violate any Data Protection Laws. Seller has not received any written complaint concerning the collection, Processing, use, or disclosure of any such Personal Data and there have been no Proceedings asserted or brought against Seller or any of its employees, nor, to the Knowledge of Seller, any of its agents, Representatives or contractors concerning such Personal Data or Seller’s compliance with any Data Protection Law. (i) Seller has adequate disaster recovery and security plans and procedures designed to protect the continuity of the Business and Seller’s computer systems, networks and servers from failure, unauthorized use or access, and Seller is in compliance with such plans and procedures. Seller has comprehensive security plans that are reasonably designed to (i) identify internal and external risks to the security of any proprietary information of the Business and any Personal Data held or used by Seller in connection with the Business, and (ii) implement, monitor and improve safeguards to control those risks. There have been no actual or threatened breaches of the security of Seller’s or its employees’ or, to the Knowledge of Seller, its agents’, Representatives’ or contractors’ computer systems, networks or servers, or any loss or unauthorized disclosure of Personal Data in the possession, custody, or control of Seller or any of its employees, agents, Representatives, or contractors, which required notice to any third Person and, to the Knowledge of Seller, there is no reason or reasons to expect that such a breach or any other unauthorized use, access, or disclosure of any Personal Data or any proprietary information of the Business has occurred. The computer hardware, servers, networks, and other information technology equipment or systems owned or used by Seller are reasonably sufficient for operation of the Business as currently conducted and as proposed to be conducted. There has been no material disruption of the hardware, servers, networks, and other information technology equipment or systems owned or used by Seller in the operation of the Business. (j) Seller has in its possession, custody, or control all Personal Data and appropriate procedures, systems, and controls necessary to comply with any data subject’s access, disclosure, opt-out, or deletion rights or requests granted or permitted under applicable Law or any Data Protection Law. (k) Seller has complied with all terms of applicable use, terms of service, and other Contracts, guidelines, and policies relating to its use of social media platforms, sites, or services related to the Business and there is no reasonable basis to believe that Seller is in violation of any such terms of use, terms of service, Contracts, guidelines, and/or policies. (l) Seller owns or has exclusive control over all Domain Names comprising the Acquired Assets (including all login or access credentials for any social media accounts and Domain Name registrations) and no employee, contractor or other Person owns, maintains, or controls such login or access credentials. (m) Seller has all consents, authorizations, permissions, and/or waivers necessary to use any names, images, likenesses, quotes, or other personal indicia of any person as so used by Seller as of the Effective Time, and such consents, authorizations, permissions, and/or waivers shall be included in the Acquired Assets and shall extend to Buyer’s use of such personal indicia in substantially the same manner as Seller.

Intellectual Property; Privacy. (a) Section 3.9(a) of the Seller Disclosure Schedules lists, as of the date of this Agreement, all patents, registered utility models, registered designs, registered copyrights and registered trademarks, and any pending applications for the foregoing, together with any domain names, in each case, that are owned by any of the Purchased Entities (“Registered Business IP”). (b) All Registered Business IP is (i) Section 3.03(c) of the Disclosure Statement sets forth a complete and accurate list of all patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the Companies; Purchased Entities free and clear of all such listed Intellectual Property is Liens other than Permitted Liens, (ii) subsisting and unexpiredand, to the Knowledge of Seller, not (other than applications) subject to any Judgment rendering them invalid or unenforceable, and (iii) not subject to any Proceeding that is pending or, to the Knowledge of Sellers, threatened, against the Purchased Entities challenging the validity or enforceability, or the Purchased Entities’ Knowledgeownership, valid and enforceable. thereof. (c) The Acquired Companies exclusively own such listed Intellectual Property and all other Intellectual Property owned or purported to be owned by the Companies, and Purchased Entities own or have the right to use or exploit all other material Intellectual Property necessary forused in, used required for or held for use in the practiced by their conduct of the Acquired Companies’ business Business as currently conducted (as of the “Fortress date hereof, provided that nothing in this Section 3.9(c) of the Seller’s Representations and Warranties shall constitute a representation or warranty with respect to the infringement, misappropriation and/or other violation of Intellectual Property”). (iid) The conduct license to practice the valid claims of patent [***], as granted under the [***] License, is valid within the terms of the Acquired Companies’ business as currently conducted does [***] License. [***] has not infringeinformed the Seller or any Purchased Entity in writing that it intends to terminate the [***] License, misappropriate or otherwise violate that the Intellectual Property Seller or any Purchased Entity is alleged to be in material breach or default of any Person; and to Sellers’ Knowledge, the [***] License. (e) To the Knowledge of Seller (i) no Person third party is infringing, misappropriating or otherwise violating any Fortress Business Intellectual Property owned by in a manner material to the Acquired Companies; Business, and there are no claims (including cease and desist letters and invitations to take a patent licenseii) alleging any the conduct of the same. Business as of the date of this Agreement and for the past five (iii5) Except where failure to do so years does not and, as applicable, has not during the past five (5) years, infringed, misappropriated or otherwise violated the Intellectual Property of any other Person in a manner that would not reasonably be expected to have a Material Adverse Effect on result in material liability or material disruption to the Acquired Companies, taken as a whole, each Business. None of the Acquired Companies has taken commercially reasonable steps Purchased Entities have received any written notice within the five (5)-year period prior to protect and maintain: (A) its confidential information and trade secrets; (B) its exclusive ownership the date of material proprietary this Agreement alleging that their conduct of the Business infringes, misappropriates, or violates the Intellectual Property; and (C) the security, operation and integrity Property of its material systems and softwareany other Person. (ivf) Except where failure to do so does not or would not reasonably be expected to The Purchased Entities conduct and have conducted the Business in the last five (5) years in a Material Adverse Effect on the Acquired Companies, taken as a whole, the Acquired Companies use, storage, sharing, disclosure, processing, dissemination and disposal of any personal data is in compliance manner that complies in all material respects with all data protection and privacy laws applicable privacy policies, terms of use, contractual obligations and applicable Laws. Each to the Purchased Entities’ conduct of the Acquired Companies Business (the “Data Protection Laws”), and has not, within the past five (5) years, processed, transferred, assigned, used or disclosed personal data, as data controller and as data processor, in a manner that has breached any Data Protection Laws in a manner material to the Business. The Purchased Entities have obtained all consents and authorizations necessary for the manner in which they have processed Personal Information in furtherance of the Business as required by Data Protections Laws. (g) Each Purchased Entity has implemented and maintains policies, safeguards and procedures regarding data commercially reasonable security and privacy that are commercially reasonable and organizational measures, substantially consistent with industry standards. Each , to protect the confidentiality, integrity and availability of Personal Information. (h) To the Acquired Companies Knowledge of Seller, within the past five (5) years, (i) there has not been subject to no security breach resulting in unauthorized access or disclosure of such Personal Information controlled by the Purchased Entities, and (ii) no Person has made any security breaches relating to, or violations written claim against the Purchased Entities alleging the violation by such entities of any security policy regarding, or any unauthorized access of, any personal data used by or on behalf of such Acquired Company, other than those that were resolved without material cost, material liability or the duty to notify any Person arising under applicable Law or terms of applicable ContractsData Protection Laws.

Intellectual Property; Privacy. (a) Schedule 4.16(a) of the Best Assistant Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all patented, registered or applied-for Intellectual Property that is owned by or filed, patented or registered in the name of, any eLMTree Group Company (collectively, the “eLMTree Registered IP”) and all material proprietary Software owned by any eLMTree Group Company (“eLMTree Code”). (i) Section 3.03(cThe eLMTree Group Companies solely and exclusively own all right, title, and interest in and to all material items of Intellectual Property set forth or required to be set forth in Schedule 4.16(a) of the Best Assistant Disclosure Statement sets forth a complete Letter pursuant to the first sentence of this Section 4.16(a) free and accurate list clear of all patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the CompaniesLiens (other than Permitted Liens); and all such listed Intellectual Property is subsisting and unexpired, and to Sellers’ Knowledge, (ii) the eLMTree Group Companies have valid and enforceable. The Acquired Companies exclusively own such listed Intellectual Property and all other Intellectual Property owned or purported to be owned by the Companies, and own or have the right enforceable rights to use all other material Intellectual Property necessary forthat is owned, used or held for use in by the eLMTree Group Companies or necessary to conduct the businesses of the Acquired Companies’ business eLMTree Group Companies as currently conducted (the “Fortress Intellectual Property”)conducted. (iib) The In the past three (3) years, (i) the eLMTree Group Companies have not infringed, diluted, misappropriated, or otherwise violated, and the current conduct of the Acquired Companies’ business as currently conducted their businesses does not infringe, dilute, misappropriate or otherwise violate violate, the Intellectual Property of any Personthird party in any material respect; (ii) to the Knowledge of Best Assistant, no eLMTree Owned IP has been infringed, diluted, misappropriated or otherwise violated, or is being infringed, diluted, misappropriated or otherwise violated by any third party; and (iii) no such claims have been made in writing by any of the eLMTree Group Companies. (i) None of the eLMTree Owned IP is subject to Sellers’ Knowledgeany outstanding settlement or order; (ii) all eLMTree Owned IP is subsisting, and to the Knowledge of Best Assistant, all eLMTree Registered IP that is registered is valid and enforceable; and (iii) no eLMTree Group Company is a party to any Legal Proceeding or received in the three (3) years prior to the date hereof, any demand or notice in writing, and to the Knowledge of Best Assistant, no Person Legal Proceeding is threatened in writing (including “cease and desist” letters and offers or requests to take a license) against any of them, in each case, (x) alleging the eLMTree Group Companies are infringing, misappropriating or otherwise violating any Fortress Intellectual Property owned by of any third party; or (y) contesting the Acquired Companies; and there are no claims (including cease and desist letters and invitations to take a patent license) alleging use, ownership, validity or enforceability of any of the sameeLMTree Owned IP. (iiid) Except where failure to do so does not or would not reasonably be expected to In the past three (3) years, (i) the eLMTree Group Companies have a Material Adverse Effect on the Acquired Companies, taken as a whole, each of the Acquired Companies has taken commercially reasonable steps to protect and maintain: maintain (Aincluding protecting the confidentiality of) its confidential information the Personal Information and trade secrets; material Trade Secrets in the possession or under the control of any eLMTree Group Company (B“eLMTree Data”) its exclusive ownership and the integrity, continuous operation and security of material proprietary Intellectual Propertythe eLMTree IT Systems; and (Cii) to the securityKnowledge of Best Assistant, operation and integrity there have been no material breaches, outages or intrusions of its material systems and softwareany eLMTree IT System, nor any loss, compromise or damage of, breach of security with respect to, or unauthorized access to any eLMTree Data. (ive) Except where failure to do so does not or as would not reasonably be expected to have a have, individually or in the aggregate, an eLMTree Material Adverse Effect Effect, the eLMTree Group Companies maintain commercially reasonable disaster recovery plans, procedures and facilities sufficient for their businesses. (f) Except as would not, individually or in the aggregate, be material to the eLMTree Group Companies, (i) other than in connection with the Edmodo Restructuring, none of the eLMTree Group Companies, nor any other Person acting on their behalf, has disclosed, delivered or licensed to any Person or agreed or obligated itself to disclose, deliver or license to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, the source code for any eLMTree Code, other than disclosures to employees and contractors involved in the development of products or services of the eLMTree Group Companies subject to confidentiality obligations to the eLMTree Group Companies with respect to such source code; and (ii) neither the execution of this Agreement or any other Transaction Agreements nor the consummation of any of the Transactions will result in any requirement that the eLMTree Group Companies deliver, license or disclose the source code of any eLMTree Code to any Person (other than a XXXX Group Company). To the Knowledge of Best Assistant, the eLMTree Code does not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or code that could materially disrupt or materially and adversely affect the functionality of the eLMTree Code. (g) Except as would not, individually or in the aggregate, be material to the eLMTree Group Companies, none of the eLMTree Group Companies has incorporated any Open Source Software in, or used any Open Source Software in connection with, any eLMTree Code in a manner that (i) requires the disclosure or distribution of any eLMTree Code in source code form, (ii) requires the licensing thereof for the purpose of making derivative works, or (iii) imposes any restriction on the Acquired consideration to be charged for the licensing or distribution thereof. The eLMTree Group Companies are in material compliance with the terms and conditions of all relevant licenses for Open Source Software used in the businesses of the eLMTree Group Companies. (h) To the Knowledge of Best Assistant, except as would not, individually or in the aggregate, be material to the eLMTree Group Companies, taken as a wholethe execution and delivery of this Agreement by the eLMTree Group Companies and the consummation of the Transactions will not: (i) result in or require the grant, assignment or transfer to any other Person (other than the Acquired Companies use, storage, sharing, disclosure, processing, dissemination and disposal XXXX Group Companies) of any personal data is license or other right or interest under, to or in any eLMTree Owned IP or (ii) cause a loss or impairment of any eLMTree Owned IP or Intellectual Property used by the eLMTree Group Companies pursuant to an inbound license.(i) The eLMTree Group Companies are, and since the Reference Date have been, in compliance in all material respects with all eLMTree Privacy Requirements and have since the Reference Date, as applicable, established and maintained policies and procedures relating to Personal Information that comply in all material respects with all applicable privacy policiesPrivacy Laws; (ii) the eLMTree IT Systems are functional, terms operate in a reasonable manner, and in sufficiently good working condition to effectively perform the expected function, operation, and purposes; and (iii) since the later of usesuch Person’s establishment date and December 31, contractual obligations 2020, (x) no demands or notices in writing will have been received by, and applicable Laws. Each no Legal Proceedings have been made (or, to the Knowledge of Best Assistant, threatened in writing) against, any eLMTree Group Company alleging a violation of any of the Acquired Companies maintains policieseLMTree Privacy Requirements, safeguards and procedures regarding data security and privacy that are commercially reasonable and consistent with industry standards. Each (y) none of the Acquired eLMTree Group Companies has not been subject to any security breaches relating toLegal Proceedings or, to the Knowledge of Best Assistant, investigations with regard to violation of any of the eLMTree Privacy Requirements. (i) (i) The eLMTree Group Companies solely and exclusively own all right, title, and interest in and to all material Intellectual Property created or developed by, for, or violations under the direction or supervision of any security policy regardingeLMTree Group Company, including any material eLMTree Owned IP; (ii) each current and former employee, consultant, and contractor of an eLMTree Group Company who has been or is involved in the creation or development of any such material Intellectual Property has assigned to an eLMTree Group Company all such material Intellectual Property created or developed by such Person within the scope of such Person’s duties to that eLMTree Group Company (to the extent that such right, title and interest did not or do not vest initially in any eLMTree Group Company by operation of law), as applicable; and (iii) to the Knowledge of Best Assistant, no current or former employee, consultant, or contractor of any unauthorized access of, eLMTree Group Company has been or is in breach of any personal data used by or on behalf such agreement relating to the assignment of such Acquired Company, other than those that were resolved without material cost, material liability or the duty to notify any Person arising under applicable Law or terms of applicable ContractsIntellectual Property.

Intellectual Property; Privacy. (a) Section 3.19(a) of the Company Disclosure Schedule sets forth a list of all (i) Section 3.03(c) of the Disclosure Statement sets forth a complete issued patents and accurate list of all patents, pending patent applications, trademark registrations (ii) registered trademarks and pending applications for registrationtrademark applications, copyright registrations (iii) registered copyrights, and pending applications for registration and internet (iv) registered domain name registrations owned by names, in each case that are included in the Companies; and all such listed Company Intellectual Property (collectively, the “Company Registered IP” ). Each item of Company Registered IP is subsisting and unexpiredsubsisting, and has not been abandoned or cancelled. Except as would not reasonably be expected to, individually or in the aggregate, result in material liability to Sellers’ Knowledgethe Company and its Subsidiaries, valid taken as a whole, there are no suits or actions pending or, to the Company’s knowledge, threatened against any issued or registered Company Registered IP. (b) The Company and enforceableits Subsidiaries are the sole and exclusive owner of each item of material Company Intellectual Property, free and clear of any Liens (other than Permitted Liens). The Acquired Companies exclusively Company and its Subsidiaries own such listed Intellectual Property or otherwise have sufficient rights in and all other Intellectual Property owned or purported to be owned by the Companiesto, and immediately after the Closing will continue to own or have the right to use sufficient rights in and to, all other Intellectual Property that are used in or necessary for, used or held for use in the conduct business of the Acquired Companies’ business Company and its Subsidiaries as currently conducted (the “Fortress Intellectual Property”). (ii) The conduct of the Acquired Companies’ business conducted, except as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and to Sellers’ Knowledge, no Person is infringing, misappropriating or otherwise violating any Fortress Intellectual Property owned by the Acquired Companies; and there are no claims (including cease and desist letters and invitations to take a patent license) alleging any of the same. (iii) Except where failure to do so does not or would not reasonably be expected to have a Material Adverse Effect on be material to the Acquired CompaniesCompany and its Subsidiaries, taken as a whole, each of the Acquired Companies has taken commercially reasonable steps to protect and maintain: (A) its confidential information and trade secrets; (B) its exclusive ownership of material proprietary Intellectual Property; and (C) the security, operation and integrity of its material systems and software. (ivc) Except where failure There are no Proceedings currently pending or, to do so the Company’s knowledge, threatened against the Company or any of its Subsidiaries in the past three years alleging that the Company or any of its Subsidiaries has infringed, misappropriated, or violated any Third Party’s Intellectual Property, in each case that would reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole. The operation of the business of the Company and its Subsidiaries as currently conducted and as conducted in the past three years, does not infringe, misappropriate, or violate, and has not infringed, misappropriated or violated, the Intellectual Property of any Third Party, except as has not resulted and would not reasonably be expected to, individually or in the aggregate, result in any material liability to the Company and its Subsidiaries, taken as a whole. To the knowledge of the Company, no Third Party is currently infringing, misappropriating or violating any Company Intellectual Property, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (d) During the last three (3) years, (i) the Company and its Subsidiaries have taken steps that are commercially reasonable under the circumstances, including reasonable security measures, to protect and maintain the secrecy, confidentiality, and value of all material trade secrets owned or used by the Company or any its Subsidiaries and (ii) to the knowledge of the Company, there have been no material unauthorized uses or disclosures of any such trade secrets. The Company and its Subsidiaries have taken commercially reasonable steps to execute appropriate confidentiality agreements and intellectual property and work product assignments with employees, independent contractors, and other Persons who have been involved in the development or creation of any Intellectual Property that is purported to be owned by, and that is material to the conduct of the business of, the Company or any of its Subsidiaries taken as a Material Adverse Effect on whole pursuant to which all right, title and interest of such Persons in and to such Intellectual Property has been assigned to the Acquired CompaniesCompany or its applicable Subsidiary (to the extent that ownership of such Intellectual Property is not vested in the Company or its applicable Subsidiary by operation of law). To the Company’s knowledge, except as would not be material to the Company, no such current or former employees, independent contractors, or other Persons are in breach of any such agreements. (e) Except as has not resulted and would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, the Acquired Companies useinformation technology systems (in each case, storageincluding all computer hardware, sharingsoftware, disclosurefirmware, processingprocess automation and telecommunications systems) owned, dissemination leased or licensed by the Company and disposal of any personal data is in compliance its Subsidiaries (the “Systems” ) (i) operate and perform in all material respects with all applicable privacy policiesas required by the Company and its Subsidiaries, terms and have not malfunctioned or failed during the last three years (other than temporary problems arising in the ordinary course of use, contractual obligations and applicable Laws. Each business that did not materially disrupt the operations of the Acquired Companies maintains policiesCompany and its Subsidiaries, safeguards taken as a whole, and procedures regarding which have been remedied in all material respects), and (ii) to the knowledge of the Company, are free from any viruses, worms, Trojan horses, spyware or other malicious code. The Company and its Subsidiaries have implemented commercially reasonable data backup, data storage, system redundancy, and disaster avoidance and recovery procedures, as well as a commercially reasonable business continuity plan. (f) Except as has not resulted and would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries (x) are currently in compliance with, and in the last three years have complied with, all Data Security Requirements and (y) have security measures in place that are reasonably designed to protect Sensitive Data under their possession or control from any unauthorized access, use or disclosure. In the last three years, neither the Company nor any of its Subsidiaries have (i) to the knowledge of the Company, experienced any incident in which Sensitive Data was or may have been stolen or improperly accessed, used or disclosed, including any actual or alleged data security and privacy that are commercially reasonable and consistent with industry standards. Each breaches or unauthorized access or use of any of the Acquired Companies has not been subject to any security breaches relating toSystems, or violations of (ii) received any written claims, notices or complaints from any Person with respect to the data privacy and data security policy regardingpractices or procedures of, or compliance with the Data Security Requirements by, the Company or any unauthorized access ofof its Subsidiaries, any personal data used by or on behalf of such Acquired Company, other than those that were resolved without material cost, in each case except as would not reasonably be expected to result in material liability or to the duty to notify any Person arising under applicable Law or terms of applicable ContractsCompany and its Subsidiaries, taken as a whole.

Intellectual Property; Privacy. (ia) Section 3.03(c) Wealth Generators exclusively owns, or has a valid and continuing license to use, all Intellectual Property that is used in, or necessary for, the operation of the Disclosure Statement sets forth a complete business as conducted as of the date hereof and accurate list as proposed to be conducted (collectively, the “Company Intellectual Property”), free and clear of all patentsany encumbrance. The conduct by Wealth Generators of its business (including its products and services) has not and does not infringe, patent applicationsmisappropriate, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the Companies; and all such listed dilute or otherwise violate any other person’s Intellectual Property is subsisting and unexpiredrights or rights in personal information or constitute unfair competition or trade practices, and to Sellers’ Knowledgedoes not violate the laws of any country or jurisdiction. There is no claim, valid and enforceable. The Acquired Companies exclusively own such listed Intellectual Property and all other notice or litigation pending or, threatened against Wealth Generators alleging any of the foregoing or otherwise challenging the use, ownership, licensing, validity or enforceability of any Company Intellectual Property owned (or purported to be owned owned) by the Companies, and own or have the right to use all other Intellectual Property necessary for, used or held for use in the conduct of the Acquired Companies’ business as currently conducted (the “Fortress Intellectual Property”)Wealth Generators. (b) Wealth Generators is the sole and exclusive owner of all right, title and interest in and to its software, free and clear of any encumbrance. All employees, consultants and other persons who contributed to the conception, creation or development of any of the Company Intellectual Property or its software did so either (i) within the scope of his or her employment such that, subject to and in accordance with applicable laws, all Intellectual Property rights arising therefrom became exclusively owned by Wealth Generators, or (ii) The conduct of the Acquired Companiespursuant to valid and enforceable written agreements assigning all Intellectual Property rights therein to Wealth Generators. To Wealth Generators Shareholders’ business as currently conducted does not infringeknowledge, misappropriate no third person has infringed, misappropriated, diluted or otherwise violate the violated any Company Intellectual Property or its software. Wealth Generators has taken all commercially reasonable efforts to maintain the confidentiality of all material trade secrets of Wealth Generators. (c) Wealth Generators is in compliance with all applicable privacy policies and all laws relating to privacy, data protection, anti-spam, personally identifiable information, and similar consumer protection laws (collectively, “Privacy Laws and Policies”). Wealth Generators has taken all measures reasonably necessary or appropriate to protect and maintain the confidentiality of all personally identifiable information and other confidential customer information collected by Wealth Generators and to maintain the security of its data storage practices, in each case, in accordance with all Privacy Laws and Policies. Wealth Generators has not received notice of any Person; claims or been charged with any violation of any Privacy Laws and Policies or any failure to Sellers’ Knowledgeadequately protect or maintain the confidentiality of any personally identifiable information and other confidential customer information. There is no investigation pending against Wealth Generators or, no Person is infringingthreatened against Wealth Generators, misappropriating with respect to any such claim or otherwise violating any Fortress Intellectual Property owned by the Acquired Companies; charge, and there are no claims (including cease facts or circumstances which could form the basis for any such claim or charge. There have been no data breaches involving any personally identifiable information collected by Wealth Generators and desist letters and invitations to take a patent license) alleging there are no facts or circumstances, which could form the basis for any of the samesuch breaches. (iii) Except where failure to do so does not or would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies, taken as a whole, each of the Acquired Companies has taken commercially reasonable steps to protect and maintain: (A) its confidential information and trade secrets; (B) its exclusive ownership of material proprietary Intellectual Property; and (C) the security, operation and integrity of its material systems and software. (iv) Except where failure to do so does not or would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies, taken as a whole, the Acquired Companies use, storage, sharing, disclosure, processing, dissemination and disposal of any personal data is in compliance in all material respects with all applicable privacy policies, terms of use, contractual obligations and applicable Laws. Each of the Acquired Companies maintains policies, safeguards and procedures regarding data security and privacy that are commercially reasonable and consistent with industry standards. Each of the Acquired Companies has not been subject to any security breaches relating to, or violations of any security policy regarding, or any unauthorized access of, any personal data used by or on behalf of such Acquired Company, other than those that were resolved without material cost, material liability or the duty to notify any Person arising under applicable Law or terms of applicable Contracts.

Intellectual Property; Privacy. (a) Section 3.19(a) of the Company Disclosure Schedule sets forth, as of the date hereof, a list of all (i) Section 3.03(c) of the Disclosure Statement sets forth a complete issued patents and accurate list of all patents, pending patent applications, trademark registrations (ii) registered trademarks and pending applications for registrationtrademark applications, copyright registrations (iii) registered copyrights, and pending applications for registration and internet (iv) registered domain name registrations owned by names, in each case that are included in the Companies; and all such listed Company Intellectual Property (collectively, the “Company Registered IP”). Each item of Company Registered IP is subsisting subsisting. Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company and unexpiredits Subsidiaries, taken as a whole, there are no suits or actions pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries challenging the validity or enforceability of any issued or registered Company Registered IP. (b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries are the sole and exclusive owner of each item of material Company Intellectual Property, free and clear of any Liens (other than Permitted Liens) and (ii) the Company and its Subsidiaries own or otherwise have sufficient rights in and to, and immediately after the Closing will continue to Sellers’ Knowledge, valid and enforceable. The Acquired Companies exclusively own such listed Intellectual Property and all other Intellectual Property owned or purported to be owned by the Companies, and own or have the right to use sufficient rights in and to, all other Intellectual Property necessary for, that is used or held for use in the conduct business of the Acquired Companies’ business Company and its Subsidiaries as currently conducted (the “Fortress Intellectual Property”)in all material respects. (iic) The conduct There are no Proceedings pending or, to the Knowledge of the Acquired Companies’ Company, threatened against the Company or any of its Subsidiaries in the past three years alleging that the Company or any of its Subsidiaries has infringed, misappropriated or violated any Third Party’s Intellectual Property, in each case that would reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole. The operation of the business of the Company and its Subsidiaries as currently conducted and as conducted in the past three years, does not infringe, misappropriate misappropriate, or otherwise violate violate, and has not infringed, misappropriated or violated, the Intellectual Property of any Person; Third Party, except as has not resulted and would not, individually or in the aggregate, reasonably be expected to Sellers’ Knowledgeresult in any material liability to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Company, no Person Third Party is currently infringing, misappropriating or otherwise violating any Fortress Company Intellectual Property owned by Property, except as would not, individually or in the Acquired Companies; aggregate, reasonably be expected to be material to the Company and there are no claims (including cease and desist letters and invitations to take its Subsidiaries, taken as a patent license) alleging any of the samewhole. (iiid) Except where failure to do so does not or as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on Effect, during the Acquired Companieslast three years, (i) the Company and its Subsidiaries have taken as a whole, each of the Acquired Companies has taken steps that are commercially reasonable steps under the circumstances to protect and maintain: (A) maintain the secrecy, confidentiality, and value of all material Trade Secrets owned by the Company or any its confidential information and trade secrets; (B) its exclusive ownership of material proprietary Intellectual Property; Subsidiaries and (Cii) to the securityKnowledge of the Company, operation and integrity there have been no material unauthorized uses or disclosures of any such Trade Secrets. To the Knowledge of the Company, no current or former employee, independent contractor or other Person who has been involved in the development or creation of any Intellectual Property material to the Company or any of its Subsidiaries is in material systems and softwarebreach of any obligation of confidentiality or assignment of Intellectual Property (including by operation of law) to the Company or any of its Subsidiaries binding on such employee, independent contractor or other Person. (ive) Except where failure to do so does as has not or resulted and would not reasonably be expected to have a Material Adverse Effect on result in material liability to the Acquired CompaniesCompany and its Subsidiaries, taken as a whole, the Acquired Companies useinformation technology systems (in each case, storageincluding all computer hardware, sharingsoftware, disclosurefirmware, processingprocess automation, dissemination industrial control systems and disposal of any personal data is in compliance telecommunications systems) owned by the Company and its Subsidiaries (the “Systems”) (i) operate and perform in all material respects with all applicable privacy policiesas required by the Company and its Subsidiaries, terms and have not malfunctioned or failed during the last three years (other than temporary problems arising in the ordinary course of use, contractual obligations and applicable Laws. Each business that did not materially disrupt the operations of the Acquired Companies maintains policiesCompany and its Subsidiaries, safeguards taken as a whole, and procedures regarding which have been remedied in all material respects), and (ii) to the Knowledge of the Company, are free from any viruses, worms, Trojan horses, bugs, faults or other errors, spyware and any other disabling or malicious code. The Company and its Subsidiaries have implemented commercially reasonable data backup, data storage, system redundancy, and disaster avoidance and recovery procedures, as well as a commercially reasonable business continuity plan. (f) Except as has not resulted and would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries (x) are currently in compliance with, and in the last three years have complied with, all Data Security Requirements and (y) have commercially reasonable security measures in place designed to protect any Sensitive Data under their possession or control from any unauthorized access, use or disclosure. In the last three years, neither the Company nor any of its Subsidiaries have, to the Knowledge of the Company, (i) experienced any incident (including any data security and privacy that are commercially reasonable and consistent with industry standards. Each breach or unauthorized access or use of any of the Acquired Companies has not been subject to any security breaches relating toSystems) in which Sensitive Data was lost, stolen or improperly accessed, used or disclosed, or violations of (ii) received any written claims, notices or complaints from any Person with respect to the data privacy and data security policy regardingpractices or procedures of, or compliance with the Data Security Requirements by, the Company or any unauthorized access ofof its Subsidiaries, any personal data used by or on behalf of such Acquired Company, other than those that were resolved without material cost, in each case except as would not reasonably be expected to result in material liability or to the duty to notify any Person arising under applicable Law or terms of applicable ContractsCompany and its Subsidiaries, taken as a whole.