Common use of Intellectual Property Registrations Clause in Contracts

Intellectual Property Registrations. (a) All registrations and applications made by, on behalf of, or in the name of the Company (or under obligation of assignment to the Company) in any jurisdiction for any patents, copyrights, mask works, trademarks, service marks, domain names, and any other Company-Owned Intellectual Property (collectively, “Company Intellectual Property Registrations”) are set forth on Schedule 2.10.2(a) to the Disclosure Letter. All of the Company Intellectual Property Registrations are valid (or in the case of applications, validly applied for), subsisting and, except for pending applications, enforceable. There are no information, materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the issued Company Intellectual Property Registrations invalid or unenforceable, or would materially affect any pending application for any Company Intellectual Property Registration. There are no actions that must be taken by the Company or Parent within 120 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Company Intellectual Property Registration. All necessary registration, maintenance, and renewal fees due in connection with the Company Intellectual Property Registrations have been made and all necessary documents, recordations, and certificates in connection with the Company Intellectual Property Registrations that have been required to be filed have been so filed with the relevant patent, copyright, trademark, or other authorities for the purposes of prosecuting, perfecting, and maintaining the Company Intellectual Property Registrations. The Company has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Intellectual Property Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any issued Company Intellectual Property Registration. The Company has not engaged in any action or any omission, conducted its business, or used or enforced or failed to use or enforce the Company-Owned Intellectual Property, in a manner that would result in the abandonment, cancellation, or unenforceability of any Company-Owned Intellectual Property or Company Intellectual Property Registration (other than the abandonment or cancellation of pending applications for Company Intellectual Property Registrations in the ordinary course of prosecution and in the exercise of the Company’s reasonable business judgement), and the Company has not taken (and not failed to take) any action that would result in the forfeiture or relinquishment of any Company-Owned Intellectual Property or Company Intellectual Property Registration. (b) Schedule 2.10.2(b)(i) to the Disclosure Letter sets forth all material trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used by the Company on or in any Company Products but for which no registration has been sought, as well as a general description of any other material, unregistered Company-Owned Intellectual Property. Except as set forth on Schedule 2.10.2(b)(ii) to the Disclosure Letter, there have been no interferences, re-examinations, or oppositions brought or, to the Knowledge of the Company, threatened to be brought involving any of the Company-Owned Intellectual Property, nor, to the Knowledge of the Company, is there any basis for any such interference, re-examination, or opposition.

Intellectual Property Registrations. (a) All current issuances, registrations and applications made by, on behalf of, or in the name of the Company (or under obligation of assignment to the Company) in any jurisdiction for any patentsPatents, copyrightsCopyrights, mask worksMask Works, trademarksTrademarks, service marks, domain namesDomain Names, and any other CompanyIntellectual Property Rights, in each case included in the Seller-Owned Intellectual Property IP (collectively, “Company Intellectual Property Seller IP Registrations”) and all issuances, registrations and applications for the foregoing that have lapsed, expired or been abandoned prior to the Agreement Date are set forth on Schedule 2.10.2(a) to the Disclosure LetterMemorandum, setting forth the jurisdictions in which such Intellectual Property Right has been issued, registered or applied for and the record owner thereof. All Seller IP Registrations are subsisting. None of the Company Intellectual Property issued or registered Seller IP Registrations are valid (have been found by a Governmental Body in an Order to be invalid or in unenforceable and no Person has challenged the case validity or enforceability of applicationsany such Seller IP Registrations. To Seller’s Knowledge, validly applied for), subsisting and, except for pending applications, enforceable. There there are no information, materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the issued Company Intellectual Property Seller IP Registrations invalid or unenforceable, or would materially affect any pending application for any Company Intellectual Property RegistrationSeller IP Registrations, other than as set forth in correspondence from the United States Patent and Trademark Office, the United States Copyright Office, or similar Governmental Body in connection with the prosecution of Seller IP Registrations. There As of the Agreement Date, there are no actions that must be taken by the Company Seller or Parent Buyer within 120 60 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Company Intellectual Property Seller IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Company Intellectual Property Seller IP Registrations have been made prior to the due date and all necessary documents, recordations, and certificates in connection with the Company Intellectual Property Seller IP Registrations that have been required to be filed have been so filed with the relevant patent, copyright, trademarkGovernmental Body, or other authorities prior to the due date for the purposes of prosecuting, perfecting, and maintaining the Company Intellectual Property Seller IP Registrations. The Company Seller has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Intellectual Property Seller IP Registrations that would constitute Fraud or a misrepresentation with respect to such application. To Seller’s Knowledge, or that would otherwise affect the validity or enforceability of any issued Company Intellectual Property Registration. The Company Seller has not engaged in any action or any omission, conducted its businessthe Business, or used or enforced or failed to use or enforce Intellectual Property Rights included in the CompanySeller-Owned Intellectual PropertyIP, in a manner that would result in the abandonment, cancellation, or unenforceability of any CompanyIntellectual Property Right included in the Seller-Owned Intellectual Property IP or Company Intellectual Property Registration (other than the abandonment or cancellation of pending applications for Company Intellectual Property Registrations in the ordinary course of prosecution and in the exercise of the CompanySeller IP Registration. To Seller’s reasonable business judgement)Knowledge, and the Company Seller has not taken (and not or failed to take) any action that would is likely to result in the forfeiture or relinquishment of any CompanyIntellectual Property Right included in the Seller-Owned Intellectual Property or Company Intellectual Property IP, including any Seller IP Registration. (b) Schedule 2.10.2(b)(i) to . As of the Disclosure Letter sets forth all material trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used by the Company on or in any Company Products but for which no registration has been sought, as well as a general description of any other material, unregistered Company-Owned Intellectual Property. Except as set forth on Schedule 2.10.2(b)(ii) to the Disclosure LetterAgreement Date, there have been are no interferences, re-examinations, or oppositions brought or, to the Knowledge of the CompanySeller, threatened to be brought involving any of the CompanySeller IP Registrations. (b) Schedule 2.10.2(b) to the Disclosure Memorandum sets forth all material unregistered trademarks, service marks, and other identifiers in the Seller-Owned Intellectual Property, nor, to IP currently used by Seller in the Knowledge conduct of the Company, is there any basis for any such interference, re-examination, or oppositionBusiness.

Intellectual Property Registrations. (a) All registrations registrations, filings, and applications made by, on behalf of, or in the name of the Company Corporation (or under obligation of assignment to the CompanyCorporation) in any jurisdiction for any patents, copyrights, mask works, trademarks, service marks, domain names, and any other Company-Owned Corporation Intellectual Property Right (collectively, “Company Intellectual Property Corporation IP Registrations”) are set forth on Schedule 2.10.2(a) in the Triller LLC 2024 S-1 and/or the Parent August 2024 Draft 14A. The Corporation will, upon request of Parent, provide Parent with the jurisdictions in which such Corporation IP Registration has been issued, or applications have been filed, the name of the owner, the application or registration number, the filing date, the date of registration, and the expiration date of such Corporation IP Registration. The Corporation has made available to Parent complete and accurate copies of all applications that are not publicly available related to each item included in the Disclosure LetterCorporation IP Registrations. All of the Company Intellectual Property Corporation IP Registrations are valid (or in the case of applications, validly applied for), subsisting and, except for pending applicationsvalid, enforceable, and subsisting. There are is no information, and there are no materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the issued Company Intellectual Property Corporation IP Registrations invalid or unenforceable, or would materially affect any pending application for any Company Intellectual Property RegistrationCorporation IP Registrations. There are no actions that must be taken by the Company Corporation or Parent within 120 180 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Company Intellectual Property Corporation IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Company Intellectual Property Corporation IP Registrations have been made and all necessary documents, recordations, and certificates in connection with the Company Intellectual Property Corporation IP Registrations that have been required to be filed have been so filed with the relevant patent, copyright, trademark, or other authorities for the purposes of prosecuting, perfecting, and maintaining the Company Intellectual Property Corporation IP Registrations. The Company Corporation has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Intellectual Property Corporation IP Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any issued Company Intellectual Property Corporation IP Registration. The Company Corporation has not engaged in any action or any omission, conducted its business, or used or enforced or failed to use or enforce the Company-Owned Intellectual PropertyCorporation IP, in a manner that would result in the abandonment, cancellation, or unenforceability of any Company-Owned Corporation Intellectual Property Right or Company Intellectual Property Registration (other than the abandonment or cancellation of pending applications for Company Intellectual Property Registrations in the ordinary course of prosecution and in the exercise of the Company’s reasonable business judgement)Corporation IP Registration, and the Company Corporation has not taken (and not failed to take) any action that would result in the forfeiture or relinquishment of any Company-Owned Corporation Intellectual Property Right or Company Intellectual Property Corporation IP Registration. (b) Schedule 2.10.2(b)(i) to the Disclosure Letter sets forth . The Corporation will, upon request of Parent, make available a list of all material trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used or proposed to be used by the Company on or in any Company Products Corporation but for which no registration has been sought, as well as a general description of any other material, unregistered Company-Owned Intellectual PropertyCorporation IP. Except as set forth on Schedule 2.10.2(b)(ii) to the Disclosure Letter, there There have been no interferences, re-examinations, or oppositions brought or, to the Knowledge of the Company, or threatened to be brought involving any of the Company-Owned Intellectual PropertyCorporation IP, nor, nor to the Knowledge of the CompanyCorporation, is there any basis for any such interference, re-examination, or opposition.

Intellectual Property Registrations. (a) All registrations registrations, filings, and applications made by, on behalf of, or in the name of the Company Corporation (or under obligation of assignment to the CompanyCorporation) in any jurisdiction for any patents, copyrights, mask works, trademarks, service marks, domain names, and any other Company-Owned Corporation Intellectual Property Right (collectively, “Company Intellectual Property Corporation IP Registrations”) are set forth on Schedule 2.10.2(a) in the Triller LLC 2024 S-1. The Corporation will, upon request of Parent, provide Parent with the jurisdictions in which such Corporation IP Registration has been issued, or applications have been filed, the name of the owner, the application or registration number, the filing date, the date of registration, and the expiration date of such Corporation IP Registration. The Corporation has made available to Parent complete and accurate copies of all applications that are not publicly available related to each item included in the Disclosure LetterCorporation IP Registrations. All of the Company Intellectual Property Corporation IP Registrations are valid (or in the case of applications, validly applied for), subsisting and, except for pending applicationsvalid, enforceable, and subsisting. There are is no information, and there are no materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the issued Company Intellectual Property Corporation IP Registrations invalid or unenforceable, or would materially affect any pending application for any Company Intellectual Property RegistrationCorporation IP Registrations. There are no actions that must be taken by the Company Corporation or Parent within 120 180 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Company Intellectual Property Corporation IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Company Intellectual Property Corporation IP Registrations have been made and all necessary documents, recordations, and certificates in connection with the Company Intellectual Property Corporation IP Registrations that have been required to be filed have been so filed with the relevant patent, copyright, trademark, or other authorities for the purposes of prosecuting, perfecting, and maintaining the Company Intellectual Property Corporation IP Registrations. The Company Corporation has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Intellectual Property Corporation IP Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any issued Company Intellectual Property Corporation IP Registration. The Company Corporation has not engaged in any action or any omission, conducted its business, or used or enforced or failed to use or enforce the Company-Owned Intellectual PropertyCorporation IP, in a manner that would result in the abandonment, cancellation, or unenforceability of any Company-Owned Corporation Intellectual Property Right or Company Intellectual Property Registration (other than the abandonment or cancellation of pending applications for Company Intellectual Property Registrations in the ordinary course of prosecution and in the exercise of the Company’s reasonable business judgement)Corporation IP Registration, and the Company Corporation has not taken (and not failed to take) any action that would result in the forfeiture or relinquishment of any Company-Owned Corporation Intellectual Property Right or Company Intellectual Property Corporation IP Registration. (b) Schedule 2.10.2(b)(i) to the Disclosure Letter sets forth . The Corporation will, upon request of Parent, make available a list of all material trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used or proposed to be used by the Company on or in any Company Products Corporation but for which no registration has been sought, as well as a general description of any other material, unregistered Company-Owned Intellectual PropertyCorporation IP. Except as set forth on Schedule 2.10.2(b)(ii) to the Disclosure Letter, there There have been no interferences, re-examinations, or oppositions brought or, to the Knowledge of the Company, or threatened to be brought involving any of the Company-Owned Intellectual PropertyCorporation IP, nor, nor to the Knowledge of the CompanyCorporation, is there any basis for any such interference, re-examination, or opposition.