Common use of Intellectual Property Clause in Contracts

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Part 4.17 of the Disclosure Schedule 4.09(a) sets forth a true an accurate and complete list of the material Intellectual Property. True and complete copies of all (i) Registered materials comprising such Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound standard, commercially available software developed or produced by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (iothers) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely provided or made (taking into account any applicable grace periods)available to Buyer. (b) Schedule 4.09(b) sets forth, or at Seller and the Closing will set forth, a true and complete list of Subsidiary have the right to use all material Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all (such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties rights thereto, and Seller andincluding any rights to recovery for infringement, are collectively referred to Sellers’ Knowledge, such other parties in this Agreement as the "IP Rights"). There are in compliance no royalty agreements with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights Person with respect to commercialization of any Third Partyproducts presently sold or under development by Seller or the Subsidiary except license fees associated with commercially available items. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes Seller has taken all steps commercially reasonable or otherwise violates, or in the past three (3) years appropriate to maintain and fully protect all IP Rights. Seller has infringed, misappropriated or otherwise violated, any Intellectual Property Rights no Knowledge of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earliermisuse, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third PartyIP Rights of any other Person and Seller has no Knowledge of any actual, pending or threatened proceeding alleging any misuse, infringement, misappropriation or other violation of any IP Rights of any other Person. Except as set forth in Schedule 4.09(c)Part 4.13 of the Disclosure Schedule, neither Seller nor the Subsidiary has entered into any agreement, commitment or arrangement (whether written or oral) to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted license or otherwise violated any of permit the Owned Intellectual Property use or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership exploitation of any Owned Intellectual PropertyIP Rights by any other Person (including that which would prevent, restrict or its right otherwise inhibit Buyer's freedom to use and exploit any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”IP Rights). (ec) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the The execution, delivery or and performance by Seller and Subsidiary of this Agreement, nor Agreement and the consummation of the transactions contemplated by the Ancillary Agreements hereby will result in not constitute a material breach of any instrument or agreement governing any IP Rights and will not (i) cause the material loss or impairment modification of any terms of any licenses or agreements relating to any IP Rights (including the modification of the Owned Intellectual Propertyeffective rate of any royalties or other payments provided for in any such license or agreement); (ii) cause the forfeiture or termination of any IP Rights; (iii) give rise to a right of forfeiture or termination of any IP Rights; or (iv) materially impair the right of Buyer to use, sell or license any IP Rights or portion thereof. (jd) All third-party code that is incorporated into None of the proprietary Software included in manufacture, marketing, license, sale or intended use of any past or current product or technology licensed, sold or under development by the Transferred Intellectual Property and that is critical to Seller or the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for Subsidiary (i) an aggregate amount during violates any license or agreement between Seller or the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, Subsidiary and any other Person or (ii) an aggregate amount during to the twelve (12) months period following Knowledge of Seller, infringes any patents, trademarks, service marks, trade names, copyrights, logos, corporate names or identifying marks and styles of any other Person, or otherwise violates or infringes upon any intellectual property, trade secret or other confidential or proprietary information of any other Person. To the initial one-year period immediately following Closing that shall not exceed Knowledge of Seller, there is no pending or threatened claim or litigation contesting the amount reflected for such third-party code in validity, ownership or right to use, sell, license or dispose of any IP Rights of Seller, nor has Seller or the Unaudited Financial Statements by more than $200,000; provided Subsidiary received any notice asserting that any increases in IP Rights or the proposed use, sale, license fees resulting from a volume increase, additional licenses or other change in disposition thereof conflicts or will conflict with the operation rights of Business post Closing shall not be breaches of this representationany Person. (ke) Buyer To the Knowledge of Seller, none of Seller's or the Subsidiary's employees or consultants with access to proprietary information of Seller and Sellers agree the Subsidiary, is obligated under any contract, covenant or other agreement or commitment of any nature, or subject to any judgment, decree or order of any Governmental Body that would (i) interfere with (A) the representations normal duties reasonably expected for the position held by that employee, or (B) such consultant's duties to Seller and warranties included the Subsidiary, or (ii) would conflict with Seller's or the Subsidiary's Business as presently conducted or as presently proposed to be conducted. Seller and the Subsidiary have not entered into agreements to indemnify any Person against any charge of infringement or misappropriation of any intellectual property, other than as set forth in this Section 4.09 shall be Part 4.17(e) of the sole Disclosure Schedule and exclusive representations in indemnification provisions contained in purchase orders or customer agreements arising in the ordinary course of business. All current and warranties former employees and consultants have signed written assignments to Seller or the Subsidiary of Sellers with respect any and all rights or claims in any intellectual property that any such employees or consultants have or may have by reason of any contribution, participation or other role in the development, conception, creation, reduction to Intellectual Property matters practice or authorship of any invention, innovation, development or work of authorship or any other intellectual property that is used in this Agreementthe Business, and Seller or the Subsidiary possesses original signed copies of all such written assignments in its files and has provided or made available copies of same to Buyer.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b3.7(a)(i), Sellers have provided Buyer with true the Seller is the exclusive owner of all Intellectual Property, or has the rights to use all Intellectual Property, that is material or necessary to operate the Business as now conducted, free and clear of any Liens and Encumbrances (collectively such owned and licensed Intellectual Property is referred to herein as the “Seller Intellectual Property”) other than Permitted Encumbrances. Schedule 3.7(a)(ii) sets forth a true, complete copies and correct list of all such Seller Intellectual Property Licenses. All such Intellectual Property Licenses areProperty, to Sellers’ Knowledgeincluding, valid, binding and enforceable between without limitation formulas used in the applicable Seller and the other parties theretoBusiness, and Seller and, to Sellers’ Knowledge, such other parties are in compliance Intellectual Property that has been registered with the material terms United States Patent and conditions of Trademark Office or Copyright Office and pending applications for registration, in each case listing the title and current owner(s), the jurisdiction(s) in which such Seller Intellectual Property Licenseshas been issued or registered, and the application, serial or registration number, all of which will be transferred to the Buyer hereunder. (cb) To Sellers’ KnowledgeExcept as set forth in Schedule 3.7(b), the conduct Seller has not received notice from any Person, nor has any knowledge of any valid basis for any Person to be, claiming that the operation of the Business as currently conducted does not infringe, misappropriate, dilute infringes or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of misappropriates the Intellectual Property rights of any Third PartyPerson or constitutes unfair competition or trade practices under the Laws of any jurisdiction. Except as set forth in Schedule 4.09(c)3.7(b) lists any complaint, to Sellers’ Knowledgeclaim, during or notice, or written threat thereof, received by the past three (3) years (Seller alleging any currently existing infringement, violation or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any misappropriation of the Owned Intellectual Property or Transferred Technology, and no of any Person. (c) With respect to each item of Seller Intellectual Property which is licensed to the Seller: (i) the Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its the valid right to use any Transferred such Intellectual Property, or challenging Property pursuant to a valid and enforceable license agreement; and (ii) the validity, registrability, or enforceability Seller is not in breach of any Registered Intellectual Property included applicable license agreement and is not aware of any party that is in breach of the applicable license agreement. Each license agreement to which the Seller is party will remain unchanged and unaffected by the Transactions and the consummation of the Transactions will not result in the Owned loss or impairment or termination of any Seller Intellectual Property. (d) Sellers represent that they are, each as applicable, The Seller has taken all commercially reasonable steps necessary or required to insure the registrant privacy of record its databases and the security against breach of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)its computer systems by any unauthorized third party. (e) Sellers have taken commercially reasonable measures to protect No Product provided or distributed by the confidentiality Seller in its conduct of all Trade Secrets included in the Owned Intellectual Property and no Business: (A) materially violates any Law; (B) includes any information or material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, andthat, to Sellers’ Knowledgethe Knowledge of the Seller, there has not been a breach is defamatory; or (C) to the Knowledge of the Seller, infringes any right of privacy of any Person. Each Person whose name, image, voice or likeness is incorporated into any Marketing Materials has executed a written release consenting to the Seller’s use of such agreement or obligation by Person’s name, image, voice and/or likeness (as applicable) and releasing the Seller from any claims with respect thereto, each of such releases are fully assignable to Buyer without further consent of any Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who The Seller has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to operated the Business a writtenand provided all Products in material compliance with any posted privacy policies and all applicable Laws relating to privacy, present anddata protection, valid assignment of such Intellectual Property to a Seller. anti-spam, telemarketing, personally identifiable information and similar consumer protection Laws (g) To Sellers’ Knowledge, in the past three (3) years, there “Information Privacy Laws”). The Seller has been no material unauthorized access to or material unauthorized use not received written notice of any confidential claims or proprietary information or data that been charged with violation of any Information Privacy Law. To the Knowledge of the Seller, the Seller is both in Sellers’ possession or control and material to the Business. (h) With not under investigation with respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure violation of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative worksInformation Privacy Laws. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of The Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all (i) Registered Intellectual Property included necessary for or currently used in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Businessbusiness of the Seller as presently conducted and as presently proposed to be conducted. Sellers exclusively own all, right, title and interest in all Owned Each item of Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound Property owned or used by any outstanding judgment, injunction, order the Seller immediately prior to the Closing hereunder will be owned or decree or any contractual obligation materially restricting the available for use by a the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. The Seller has taken all necessary or desirable action to protect each item of the Owned Intellectual Property, Property that it owns or materially restricting the licensing thereof to any Personuses. With respect to the Registered such Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), Property: (i) all such Registered The Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property is subsisting andrights of third parties, to Sellers’ Knowledgeand the Seller has never received any charge, valid and enforceablecomplaint, claim, or notice alleging any such interference, infringement, misappropriation, or violation. To the Knowledge of the Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of the Seller. (ii) a Section 2(j) of the Disclosure Schedule identifies each patent, trademark or copyright registration which has been issued to the Seller is with respect to any of its Intellectual Property and the owner call letters (current and past) of recordthe Stations, identifies each pending patent, trademark or copyright application for registration which the Seller has made with respect to any of its Intellectual Property, and (iii) all maintenance fees and filings that are required identifies each license, agreement, or other permission which the Seller has granted to be made any third party with respect to maintain such Registered any of its Intellectual Property have been timely made (taking into account together with any applicable grace periodsexceptions). (b) Schedule 4.09(b) sets forth, or at . The Seller has delivered to the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true correct and complete copies of all such patents, trademarks or copyright registrations, applications, licenses, agreements, and permissions (as amended to date) and has made available to the Buyer correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. With respect to each item of Intellectual Property Licenses. All such Intellectual Property Licenses arethat the Seller owns: (A) the Seller possesses all right, title, and interest in and to the item and all registrations and applications are in full force and effect; (B) the item is not subject to any outstanding judgment, order, decree, stipulation, injunction, or charge; (C) no charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand is pending or, to Sellers’ Knowledgethe Knowledge of the Seller, validis threatened which challenges the legality, binding and enforceable between validity, enforceability, use, or ownership of the applicable Seller and the other parties thereto, and Seller item; and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (cD) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years Seller has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), ever agreed to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against indemnify any person or entity alleging for or against any such interference, infringement, misappropriation, dilution or other violationconflict with respect to the item. (iii) Section 2(j) of the Disclosure Schedule also identifies each item of Intellectual Property that any third party owns and that the Seller uses pursuant to license, sublicense, agreement, or permission including, but not limited to the call letters of the Stations. There The Seller has supplied the Buyer with correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). With respect to each such item of used Intellectual Property: (A) the license, sublicense, agreement, or permission covering the item is, and following the Closing will continue to be on identical terms, legal, valid, binding, enforceable, and in full force and effect; (B) no party to the license, sublicense, agreement, or permission is in breach or default (or has repudiated any provision thereof), and no Proceeding pending event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (C) with respect to each sublicense, the representations and warranties set forth in subsections (A) and (B) above are true and correct with respect to the underlying license; (D) the underlying item of Intellectual Property is not subject to any outstanding judgment, order, decree, stipulation, injunction, or charge; (E) no charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand is pending, or, to Sellers’ Knowledgethe Knowledge of the Seller, threatenedis threatened which challenges the legality, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned underlying item of Intellectual Property; (F) the Seller has not agreed to indemnify any person or entity for or against any interference, infringement, misappropriation, or other conflict with respect to the underlying item of Intellectual Property; and (G) the Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (div) Sellers represent The Seller has no Knowledge of any new products, inventions, procedures, or methods of processing that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements competitors or other obligations third parties have developed which reasonably could be expected to supersede or make obsolete any product or process of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) To the knowledge of GETCO, GETCO and its Subsidiaries own or have the right pursuant to written Contracts to use all Intellectual Property that is material to the conduct of the business of GETCO and its Subsidiaries. (b) Section 3.16(b) of the GETCO Disclosure Schedule 4.09(a) sets forth a true and complete list of all (i) Registered currently registered and currently pending applications for registration of Intellectual Property included filed by or in the Owned Intellectual Propertyname of GETCO or any of its Subsidiaries in any jurisdiction, indicating for each item the registration jurisdiction, number and filing date. All of the rights of GETCO and its applicable Subsidiaries in the Intellectual Property identified on Section 3.16(b) of the GETCO Disclosure Schedule are, to the knowledge of GETCO, valid and enforceable. GETCO and its Subsidiaries have taken commercially reasonable actions to maintain and protect the Intellectual Property owned by GETCO or application numberits Subsidiaries (the “GETCO Intellectual Property”) and to protect the secrecy, the registration or application dateconfidentiality, and value of the applicable filing jurisdiction and (ii) Owned Intellectual Property trade secrets owned by GETCO or its Subsidiaries, in each case that is not registered but that is are material to the operation conduct of the Businessbusiness of GETCO and its Subsidiaries. Sellers GETCO exclusively own all, owns all right, title and interest in all Owned and to the GETCO Intellectual Property, free and clear of all Encumbrances (Liens, other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledgethe knowledge of GETCO, the conduct operation of the Business as currently conducted business of GETCO and its Subsidiaries does not infringe, misappropriate, dilute infringe upon or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, violate any Intellectual Property rights of others in any Third Party. Sellers have not received material respect. (d) To the knowledge of GETCO, no Person is infringing upon or otherwise violating any notice that Sellers’ use of the Transferred GETCO Intellectual Property in any material respect. (e) There are no unresolved claims pending or, to the conduct knowledge of the Business as currently conducted GETCO, threatened (i) alleging that GETCO or any of its Subsidiaries infringes, misappropriates, dilutes misappropriates or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the violates Intellectual Property rights of any Third Partythird Person in any material respect or (ii) opposing or attempting to cancel any rights of GETCO or any of its Subsidiaries in or to any material Intellectual Property. Except as set forth The consummation of the Mergers would not reasonably be expected to result in Schedule 4.09(c)the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, GETCO’s or any of its Subsidiaries’ right to Sellers’ Knowledgeown, during the past three (3) years (or earlieruse, if presently not resolved) no Person has infringedhold for use, misappropriated, diluted or otherwise violated exploit any Intellectual Property material to the conduct of the Owned Intellectual Property business of GETCO and its Subsidiaries, except as would not reasonably be expected to result in, individually or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they areaggregate, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such PersonMaterial Adverse Effect on GETCO. (f) To Seller’s Knowledge, Sellers have obtained GETCO and each of its Subsidiaries has secured from each Person (including current and former of its employees and independent contractors) who has created or developed for or on behalf , as applicable, valid and binding assignments of Sellers any Owned all Intellectual Property rights developed by such employee or contractor that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of comprise any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical owned or purported to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements owned by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses GETCO or other change in the operation of Business post Closing shall not be breaches of this representationits Subsidiaries. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Section 5.18(a) of the SpinCo Disclosure Schedule 4.09(a) sets forth a true and complete list of, as of the date hereof, all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) SpinCo Owned Intellectual Property that is not the subject of any registration, issuance, or application for registration or issuance, with any Governmental Authority or Internet domain name registrar (specifying for each such item (i) the record owner (and, if different from the record owner, the beneficial owner), (ii) the jurisdiction in which such item has been issued, registered but or filed, (iii) the issuance, registration or application date and (iv) the issuance, registration or application number) (any Intellectual Property set forth or required to be set forth on Section 5.18(a) of the SpinCo Disclosure Schedule, collectively, the “SpinCo Registered Intellectual Property”). (b) All SpinCo Registered Intellectual Property that is material to the operation SpinCo Business is subsisting, and, to the Knowledge of the BusinessSpinCo Group, valid and enforceable. Sellers Except as scheduled in Section 5.18(b) of the SpinCo Disclosure Schedule, to the Knowledge of the SpinCo Group, none of the SpinCo Registered Intellectual Property has been or is subject to any interference, derivation, reexamination, including ex parte reexamination, inter partes reexamination, inter partes review or post grant review, cancellation or opposition proceeding. (c) SpinCo solely and exclusively own all, rightowns all rights, title and interest in all and to the SpinCo Owned Intellectual Property, in each case, free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens and the license granted pursuant to Section 7.18(c). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting ) and to the use by a Seller Knowledge of the Owned Intellectual PropertySpinCo Group, or materially restricting the licensing thereof SpinCo has valid and enforceable rights to any Person. With respect use and exploit, pursuant to the Registered a written SpinCo Contract, all other Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, except for such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the public domain for which no license is necessary) used or practiced by the SpinCo Business that is material to the SpinCo Business. The SpinCo Intellectual Property constitutes all Intellectual Property (except for such other Intellectual Property in the public domain for which no license is necessary) used in, and necessary and sufficient for, the conduct and operation of the Business SpinCo Business, as currently conducted infringesconducted; provided, misappropriates, dilutes or otherwise violates, or that the foregoing representation shall not in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights way be construed as a representation of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation non-infringement or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual PropertyPerson. (d) Sellers represent that they are, each as applicable, To the registrant Knowledge of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ KnowledgeSpinCo Group, in the past three (3) years, there none of the Company or any of its Subsidiaries (excluding SpinCo) (in each case solely with respect to the SpinCo Business) or SpinCo, the conduct of the SpinCo Business, or any SpinCo Owned Intellectual Property has been no material unauthorized access to infringed, misappropriated (or material unauthorized use constituted or resulted from a misappropriation of), or otherwise violated, or is infringing, misappropriating (or constitutes or results from the misappropriation of), or otherwise violating any Intellectual Property of any confidential Person. To the Knowledge of the SpinCo Group, none of the Company or proprietary information any of its Subsidiaries (excluding SpinCo) (in each case solely with respect to the SpinCo Business) or data SpinCo has received from any Person in the past three (3) years any written notice charge, complaint, claim or other assertion: (i) of any infringement, misappropriation or other violation of any Intellectual Property of any Person or (ii) challenging the ownership, use, validity or enforceability of any SpinCo Owned Intellectual Property, in each case of clauses (i) and (ii) that is both in Sellers’ possession or control and material to the SpinCo Business as currently conducted. (e) To the Knowledge of the SpinCo Group, no other Person has infringed, misappropriated, diluted or violated, or is infringing, misappropriating, diluting or violating, any SpinCo Owned Intellectual Property or any SpinCo Licensed Intellectual Property exclusively licensed to the Company or any of its Subsidiaries, in each case, that is material to the SpinCo Business. No such claims have been made in writing or, to the Knowledge of the SpinCo Group, otherwise made against any Person by the Company or any of its Subsidiaries (excluding SpinCo) (in each case solely with respect to the SpinCo Business) or SpinCo in the past three (3) years. (f) To the Knowledge of the SpinCo Group, the Company and its Subsidiaries (excluding SpinCo) (in each case solely with respect to the SpinCo Business) and SpinCo have taken and currently take reasonably adequate and commercially reasonable steps to maintain the secrecy and confidentiality of all Trade Secrets included in the SpinCo Owned Intellectual Property and all Trade Secrets of any Person to whom, the Company or any of its Subsidiaries (excluding SpinCo) (in each case solely with respect to the SpinCo Business) or SpinCo, has a confidentiality obligation with respect to such Trade Secrets. No Trade Secret material to the SpinCo Business has been authorized by SpinCo, the Company or any of its Subsidiaries, to be disclosed (or, to the Knowledge of the SpinCo Group, has been disclosed) to any Person other than (i) pursuant to a written agreement reasonably restricting the disclosure and use of such Trade Secret or (ii) to a Person who otherwise has a duty to protect such Trade Secret. (g) Each of the past and present employees of, and individuals acting on a consultant or independent contractor basis for, SpinCo, the Company or any of its Subsidiaries who has been or is engaged in inventing, creating, conceiving or developing any Intellectual Property that is material to the SpinCo Business as currently conducted for the Company or any of its Subsidiaries (excluding SpinCo) (in each case solely with respect to the SpinCo Business) or SpinCo, has executed and delivered to the Company or such Subsidiary or SpinCo, as applicable, a written agreement, pursuant to which such Person (x) agreed to hold all confidential information of the SpinCo Business in confidence both during and after such Person’s employment or retention, as applicable, and (y) assigned to SpinCo, the Company or such Subsidiary, as applicable, all of such Person’s rights, title and interest in and to all Intellectual Property invented, created, conceived or developed in the course of such Person’s employment or engagement thereby (each, a “Personnel IP Contract”). To the Knowledge of the SpinCo Group, there is no uncured breach by any such Person with respect to any Intellectual Property that is material to the SpinCo Business as currently conducted under any such Personnel IP Contract. (h) With respect No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational institution has been or is being used to invent, create, conceive or develop, in whole or in part, (i) any SpinCo Owned Intellectual Property or (ii) to the Knowledge of the SpinCo Group, any SpinCo Licensed Intellectual Property exclusively licensed to SpinCo, the Company or any of its Subsidiaries, in each case of clauses (i) and (ii), that is material Software included within to the Transferred SpinCo Business as currently conducted, except for any such funding or use of facilities or personnel that (A) does not result in such Governmental Authority, university, college, research institute or other educational institution obtaining or retaining, or having the right to obtain or retain ownership of, or use rights to (except for use rights during the term of the applicable SpinCo Contract with such Governmental Authority, university, college, research institute or other educational institution), any SpinCo Owned Intellectual Property, or (B) does not require or otherwise obligate SpinCo, the Company or any of its Subsidiaries to Sellers’ Knowledge (i) such Software is free from grant or offer to any material bugsGovernmental Authority, viruses university, college, research institute or other malicious code, (ii) the Source Code for such Software has not been disclosed to educational institution any Third Party, and (iii) such Software does not contain, derive from license or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge feesother right to, or grants covenant not to assert with respect to, any license to any Third Party to make derivative worksSpinCo Owned Intellectual Property (except for use rights during the term of the applicable SpinCo Contract with such Governmental Authority, university, college, research institute or other educational institution). (i) Neither the execution, delivery or performance execution of this Agreement, Agreement or any of the other Transaction Documents nor the consummation of the transactions contemplated by the Ancillary Agreements Transactions will result in the material loss or impairment of, or any Lien on, the payment of any additional consideration, or the reduction of the Owned any amount(s) payable in connection with, any material SpinCo Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) Section 4.19 of the XXX Disclosure Letter sets forth a true and complete list of all (i) Registered Intellectual Property included patents and pending patent applications, trademark registrations and pending trademark applications, copyright registrations and domain name registrations, in each case which are owned by XXX or a Subsidiary of XXX as of the Owned Intellectual Propertydate hereof. XXX or a Subsidiary of XXX owns, indicating for each item or is licensed or otherwise has the registration or application numberright to use, the registration or application date, and the applicable filing jurisdiction and (ii) Owned all Intellectual Property that is not registered but that is used in and material to the operation conduct of the Business. Sellers exclusively own all, right, title business of XXX and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)its Subsidiaries as presently conducted. (b) Schedule 4.09(b) sets forthTo the Knowledge of XXX, the conduct of the business of XXX and its Subsidiaries does not and, since December 31, 2018, did not infringe, misappropriate or at the Closing will set forth, a true and complete list of all otherwise violate any Intellectual Property Licenses. Except rights of any Person, and, as set forth on Schedule 4.09(b)of the date hereof, Sellers have provided Buyer with true and complete copies there is no Action pending or, to the Knowledge of all such XXX, threatened in writing that XXX or any of its Subsidiaries is infringing, misappropriating or otherwise violating the Intellectual Property Licensesrights of any Person. All such To the Knowledge of XXX, no Person is infringing any Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions rights owned by XXX or a Subsidiary of such Intellectual Property LicensesXXX. (c) To Sellers’ Knowledgethe Knowledge of XXX, none of the Software owned by XXX or any of its Subsidiaries that is used in and material to the conduct of the Business business of XXX and its Subsidiaries as currently presently conducted does not infringeincludes any “open source” or “copyleft” software that would require, misappropriatebased on the use of such software as used prior to the date hereof, dilute any material components of such software to be licensed, disclosed or otherwise violatedistributed to any non-Affiliated Person under any terms, including making the source code publicly available. (d) At all times since December 31, 2018, XXX and its Subsidiaries have taken reasonable steps, including implementing administrative, technical, and physical security measures, to protect Personal Data and confidential information in the past three (3) years has not infringedtheir possession or control against damage, misappropriated loss, and against unauthorized access, acquisition, use, modification, disclosure or otherwise violatedother misuse, including any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringesforegoing required by any applicable Privacy and Data Security Laws, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending Privacy Agreements and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Partyits Privacy and Data Security Policies. Except as set forth in Schedule 4.09(c)Section 4.19(d) of the XXX Disclosure Letter, to Sellers’ Knowledgesince December 31, during 2018, there has been no unauthorized access, use, or disclosure of Personal Data or confidential information in the past three (3) years (possession or earliercontrol of XXX, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated its Subsidiaries and any of the Owned Intellectual Property their contractors with regard to any Personal Data and confidential information obtained from or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership on behalf of any Owned Intellectual Property, XXX or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)Subsidiaries. (e) Sellers have taken commercially reasonable measures to protect the confidentiality of XXX and its Subsidiaries have, and since December 31, 2018 had, fully implemented written Privacy and Data Security Policies. XXX and its Subsidiaries are, and at all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets times since December 31, 2018 have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is in compliance in all material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge respects with (i) such Software is free from any material bugs, viruses or other malicious codeall Privacy and Data Security Laws, (ii) the Source Code for such Software has not been disclosed to any Third Party, all Privacy Agreements and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) their Privacy and Data Security Policies. Neither the execution, delivery delivery, or performance of this Agreement, nor the consummation of any of the transactions contemplated under this Agreement, nor LMHC’s or its Subsidiaries’ possession or Processing of Personal Data consistent with XXX and its Subsidiaries’ current operations will violate any of the Privacy Agreements, its Privacy and Data Security Policies, or any applicable Privacy and Data Security Laws. (f) There is no pending, nor since December 31, 2018 has there ever been any, complaint, audit, proceeding, investigation, or claim against XXX or its Subsidiaries initiated by the Ancillary Agreements will result any Person or any Governmental Authority alleging that any Processing of Personal Data by XXX or its Subsidiaries (i) is in the material loss or impairment violation of any applicable Privacy and Data Security Laws, (ii) is in violation of any Privacy Agreements, (iii) is in violation of any of the Owned Intellectual Propertytheir Privacy and Data Security Policies or (iv) otherwise constitutes an unfair, deceptive, misleading, or abusive trade practice. (jg) All third-party code that is incorporated into the proprietary Software included XXX and its Subsidiaries have in the Transferred Intellectual Property and that is critical place commercially reasonable procedures to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)contractually require all third parties, including vendors, Affiliates, and following Closingother Persons providing services to XXX or its Subsidiaries that have access to or receive Personal Data from or on behalf of XXX or its Subsidiaries to comply with all applicable Privacy and Data Security Laws, Buyer will be able to procure have a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000written contract requiring compliance with applicable Privacy and Data Security Laws, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing to take reasonable steps to ensure that shall not exceed the amount reflected for all Personal Data and confidential information in such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increasethird parties’ possession or control is protected against damage, additional licenses loss, and against unauthorized access, acquisition, use, modification, disclosure or other change in the operation of Business post Closing shall not be breaches of this representationmisuse. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Except as set forth in Schedule 4.09(a) sets forth a true 2.7(a): Seller owns all rights, title and complete list of all (i) Registered Intellectual Property included interest in and to the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction conduct of the activities of the Business currently and (ii) Owned in the past does not conflict with and has not conflicted with Intellectual Property that rights of others. All Intellectual Property used or held for use in the conduct of the activities of the Business owned by Seller is so owned free and clear of all Liens (other than as set forth on Schedule 2.7)and no other person, including without limitation any present or former employee, officer or director of Seller, has any right whatsoever therein. Neither Seller, nor to Seller's knowledge, any present or former employee thereof, has violated or, by conducting the activities of the Business in the ordinary course consistent with past practice would violate, any intellectual property rights whatsoever of any other person or entity. Seller does not registered but that is material have any obligation to compensate any person or entity for the use of any Intellectual Property relating to the operation Seller Assets. Except for License Agreements granted in the ordinary course of business, Seller has not granted to any person or entity any license, option or other rights to use in any manner any Intellectual Property whether requiring the Business. Sellers exclusively own all, payment of royalties or not. (b) Except as set forth on Schedule 2.10(b): Seller owns all right, title and interest in all Owned Intellectual Propertyand to the Software. No person or entity other than Seller owns any right, free and clear of all Encumbrances title or interest in the Software including, without limitation, any right to manufacture, use, copy, distribute or sublicense any object code or source code thereof. The Software is (i) not subject to any Liens (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed as set forth on Schedule 4.09(a), (i2.7) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a not subject to any pending or, to Seller's best knowledge, threatened challenge of infringement of the rights of others, nor to the best knowledge of Seller is the owner there any basis for a challenge of recordinfringement of any such rights of others, and (iii) all maintenance fees freely transferable and filings that are required assignable to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Buyer. (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (7.1. The Parties hereby recognize and agree that all rights in XYO reside with Perpetual and that Perpetual has valuable rights in and to XYO. Nothing in this Agreement shall be construed as granting Customer any ownership rights in and to XYO. The Parties agree that any enhancements, improvements, modifications to XYO, or inventions related to XYO, during the course of this Agreement or following termination shall belong to Perpetual and be deemed to form part of XYO as defined herein. Customer hereby irrevocably assigns to Perpetual any and all rights which it may hereafter acquire in and related to XYO. For greater certainty: a) Schedule 4.09(a) sets forth a true Customer shall, at Perpetual’s request and complete list of all (i) Registered Intellectual Property included expense, apply for letters patent either in the Owned Intellectual Property, indicating for each item the registration Customer’s name or application number, the registration or application dateotherwise as Perpetual shall direct, and the applicable filing jurisdiction Customer agrees to assign and (ii) Owned Intellectual Property that is not registered but that is material does assign to the operation Perpetual all of the Business. Sellers exclusively own all, Customer’s right, title and interest in and to such enhancements, improvements, modifications to XYO, or inventions related to XYO, all Owned Intellectual Propertyof the foregoing without royalty or any other consideration to Customer, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound as specifically provided for in this Agreement. b) Customer agrees that should any right, title or interest in or to any enhancements, improvements, modifications to XYO, or inventions related to XYO, become vested in Customer by operation of law or otherwise, Customer shall hold the same in trust from Perpetual and at the request of Perpetual shall immediately and unconditionally assign any outstanding judgmentsuch right, injunctiontitle or interest to Perpetual. c) Customer further agrees with Perpetual to execute and deliver such further and other documents and do and perform and cause to be done and performed such further or other acts and things as may be necessary or desirable in the opinion of Perpetual to give full effect to this Agreement, order or decree or any contractual obligation materially restricting including without limiting the use by a Seller generality of the Owned Intellectual Propertyforegoing, such documents, acts and things as may in the opinion of Perpetual be necessary or desirable to obtain and maintain patents, copyrights and/or industrial designs in respect of enhancements, improvements, modifications to XYO, or materially restricting inventions related to XYO, and to vest the licensing thereof entire right, title and interest in and to patents, copyrights and/or industrial designs in respect of such in Perpetual. 7.2. Perpetual may, in its sole discretion, but shall not be obliged to, take all reasonably necessary steps to protect XYO by way of patent protection in any Person. With respect part of the worldwide market in which such protection has not yet been obtained, including but not limited to patent applications specifically describing the application of XYO to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all Products. All costs associated with obtaining such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of recordpatent protection, and (iii) all maintenance fees and filings that are required payable in respect thereof, shall be borne by Perpetual. Should Perpetual choose not to be made to maintain pursue such Registered Intellectual Property patent protection, then Customer shall have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forththe option, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms specific written consent of Perpetual, of pursuing this same patent protection and conditions of shall pay all costs associated with obtaining such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, patent protection and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Partyall maintenance fees payable thereon. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging Customer must name Perpetual on any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging patent and patent application and shall grant Perpetual a Seller’s ownership of any Owned Intellectual Property, or its royalty-free right to use any Transferred Intellectual Property, the said patent and patent application. 7.3. Customer shall not directly or challenging the validity, registrability, indirectly contest ownership or enforceability validity of any Registered Intellectual Property included aspect of XYO, either during the term of this Agreement or at any time thereafter, nor shall it voluntarily assist in the Owned Intellectual Propertyany action taken by any third party, an object of which action is to contest said ownership or validity. (d) Sellers represent 7.4. Customer shall adhere to any reasonable quality standards that they are, each as applicable, may be set by Perpetual from time to time and of which Customer has notice relating to the registrant use of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)XYO. (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to 7.5. Notwithstanding any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance provision of this Agreement, nor Customer shall be solely responsible for the consummation observance of any and all standards of quality, safety and effectiveness that may be set by law from time to time by any government or government agency relating to the manufacture of embodiments incorporating XYO, including but not limited to regulations relating to the designation and markings of trademarks and patents on the Products. 7.6. If either Customer or Perpetual shall have knowledge that XYO is being infringed, such knowledge shall be promptly conveyed to the other Party. Perpetual may, but shall not be obliged to, enter suit to prevent infringement or further infringement and to prosecute the suit. Customer agrees to provide such reasonable assistance as may be required by Perpetual for the purpose of such suit and may, at its own expense, be represented by counsel of its own choosing. Subject to the terms of an order of a court of competent jurisdiction, the costs of the transactions contemplated suit (other than the costs of Customer's own counsel) shall be borne by Perpetual and Perpetual shall be solely entitled to the Ancillary Agreements will recovery of any damages or settlement monies. In the event that Perpetual refuses to prosecute the suit or to continue the prosecution of the suit to judgment or settlement, then Customer may, upon the giving of notice to Perpetual, bear the costs of prosecuting or continuing the suit, as the case may be, and shall be entitled to retain all damages or settlement monies recovered as a result of the suit. 7.7. Notice of the license granted herein may be filed in the material loss or impairment any Patent Office by either Party hereto, in respect of any of the Owned Intellectual PropertyXYO Patents. Said Notice shall have the form required by the laws of the jurisdiction in which it is being filed, and shall be executed by the Parties upon the request of either Party. (j) All third-7.8. Customer agrees that it shall not disclose to any third party code any Confidential Information of Perpetual except as is necessary for Customer to exercise any right under this Agreement or with the written consent of Perpetual. In the event of such permitted disclosure, Customer shall make said disclosure conditional on the recipient's acceptance of the terms of a confidentiality agreement, the terms of which to be acceptable to Perpetual, not to disclose any Confidential Information of Perpetual to any other party. 7.9. Customer agrees not to use XYO, as defined herein, in conjunction with any automatic balancing device or technology, for any purpose outside the term and terms of this Agreement. For greater certainty, this restriction applies to all devices identical to, similar to, or in competition with any aspect of XYO, without regard to ownership or patentability of such devices or technology. 7.10. If Customer desires to carry out any action, whether written or oral, relating to or referring to XYO or any material marked confidential by Perpetual then Customer agrees to seek Perpetual’s approval and to promptly make full disclosure in writing to Perpetual providing full details of such desired action before such action is to be carried out. In particular, but without limiting the generality of the foregoing, Customer shall not make any patent applications relating to or referring to XYO or any material marked confidential by Perpetual without the specific written consent of Perpetual, which consent shall be granted at the sole discretion of Perpetual. 7.11. Customer agrees that is incorporated into Perpetual may be irreparably injured by a breach of this Agreement by Customer, which breach may not be adequately compensated for by damages, and Perpetual shall be entitled to equitable relief, including injunctive relief and specific performance, without the proprietary Software included need to prove irreparable harm and without the necessity of posting a bond in the Transferred Intellectual Property and that is critical to the operation event of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that breach of any increases in license fees resulting from a volume increase, additional licenses or other change in the operation provisions of Business post Closing this Agreement. Such remedies shall not be breaches deemed to be exclusive remedies for breach of this representationAgreement, but shall be in addition to all other remedies available at law. (k) Buyer 7.12. In the event of breach of this Agreement by Customer, Customer agrees to pay Perpetual’s actual costs and Sellers agree that expenses in enforcing the representations terms of this Agreement including, without limitation, any court costs, fees between a solicitor and warranties included the solicitor’s own client, and all disbursements. In the event of breach of section 7.9 of this Agreement by Customer, Customer agrees to immediately assign to Perpetual Customer’s rights, interest, and benefits derived from Customer’s actions as defined in section 7.9. This assignment shall not be deemed to be an exclusive remedy for the said breach of this Section 4.09 Agreement, but shall be in addition to all other remedies available at law. 7.13. If, during the sole term of this Agreement, Customer develops or invents any improvements to XYO, it shall promptly make full disclosure in writing to Perpetual and exclusive representations assign its rights in said improvements to Perpetual. In return for the assignment of rights to Perpetual, Perpetual agrees to grant a royalty-free license to Customer for the use of said improvements, to manufacture and warranties use in the Products. 7.14. Customer recognizes that in order to take full advantage of Sellers the benefits afforded by the use of XYO, some modification to its existing or future products may be required and/or necessary. Failure to correctly implement such modifications may have an adverse effect on the functioning of XYO and dramatically affect the performance of XYO. 7.15. Customer agrees to provide its best efforts in cooperating with respect Perpetual to Intellectual Property matters incorporate XYO into the Products. Specifically, Customer agrees to provide Perpetual with all information, access to personnel, and components required by Perpetual in a timely manner, as well as including Perpetual in design, manufacturing, and planning discussions. Customer understands that Perpetual is primarily a licensor and not primarily a manufacturer of products, and therefore, it is essential that Customer cooperate with Perpetual by providing the said information, access, components, and discussions in order for XYO to be successfully optimized and implemented into Customer’s Products under the terms of this Agreement. 7.16. The parties mutually agree that all promises, conduct, and statements made in the course of reaching this Agreement, including the fact of Agreement, are confidential and will not be disclosed voluntarily to the extent permitted by law, and without the specific written consent of both parties. Without limiting the generality of the foregoing, the specific information contained within section 6.1 of this Agreement shall be kept confidential. 7.17. The Parties acknowledge and agree that they have entered into a Nondisclosure and Noncircumvention Agreement (the “NDA”) that governs the disclosure of Confidential Information as defined in the NDA, which definition is enlarged by this Agreement, and that this Agreement supersedes without nullifying the NDA.

Intellectual Property. (ai) Schedule 4.09(aSCHEDULE 4.1(N)(I) sets forth a true and complete list of (A) all (i) Registered Intellectual Property Patents, Trademarks, Copyrights and Software included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date(B) all MailKey IP Agreements, and (C) all other Owned Intellectual Property material to the applicable filing jurisdiction and business of MailKey or the Subsidiaries. (ii) The operation of MailKey and the Subsidiaries as currently conducted or as contemplated to be conducted and the use of the Owned Intellectual Property that is and Licensed Intellectual Property in connection therewith do not registered but that is material conflict with, infringe, misappropriate or otherwise violate the intellectual property or other proprietary rights, including rights of privacy, publicity and endorsement, of any third party, and no actions, suits, proceedings, investigations or claims are pending or, to the operation Knowledge of MailKey, threatened against MailKey alleging any of the Business. Sellers exclusively own all, foregoing. (iii) MailKey is the exclusive owner of the entire and unencumbered right, title and interest in all and to the Owned Intellectual PropertyProperty and the MailKey IP Agreements, free and clear MailKey and the Subsidiaries have a valid right to use the Owned Intellectual Property and Licensed Intellectual Property in the ordinary course of all Encumbrances its business as presently conducted or as contemplated to be conducted. (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the iv) No Owned Intellectual Property, or materially to the Knowledge of MailKey, any Licensed Intellectual Property, is subject to any outstanding decree, order, injunction, judgment or ruling restricting the licensing thereof to any Person. With respect to the Registered use of such Intellectual Property included in or that would impair the validity or enforceability of such Intellectual Property. (v) The Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered and the Licensed Intellectual Property is subsisting include all of the Intellectual Property used in the ordinary day-to-day conduct of the business of MailKey and its Subsidiaries, and there are no other items of Intellectual Property that are material to the ordinary day-to-day conduct of such business. The Owned Intellectual Property and, to Sellers’ Knowledgethe Knowledge of MailKey, the Licensed Intellectual Property, are subsisting, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have not been timely made (taking into account any applicable grace periods)adjudged invalid or unenforceable in whole or part. (bvi) Schedule 4.09(b) sets forth, No actions or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers claims have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses arebeen asserted or are pending or, to Sellers’ Knowledgethe Knowledge of MailKey, valid, binding and enforceable between threatened against MailKey or any Subsidiary (A) based upon or challenging or seeking to deny or restrict the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions use by MailKey or any Subsidiary of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Licensed Intellectual Property, or its right to use (B) alleging that any Transferred Intellectual Propertyservices provided by, processes used by, or challenging the validity, registrability, products manufactured or enforceability sold by MailKey or any Subsidiary infringe or misappropriate any Intellectual Property right of any Registered third party or (C) alleging that the Licensed Intellectual Property included is being licensed or sublicensed in conflict with the Owned Intellectual Propertyterms of any license or other agreement. (dvii) Sellers represent that they are, each as applicable, the registrant of record of each domain name Except as set forth in Schedule 4.09(d) (collectivelySCHEDULE 4.1(N)(VII), the “Domain Names”). (e) Sellers have taken commercially reasonable measures MailKey has not granted any license or other right to protect the confidentiality of all Trade Secrets included in any third party with respect to the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Licensed Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the . The consummation of the transactions contemplated by the Ancillary Agreements this Agreement will not result in the material loss termination or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aAll granted and issued patents, copyright registrations, and registered trademarks and service marks and all copyrights held by Seller are valid, enforceable and subsisting. Seller has the exclusive right to file, prosecute and maintain all applications and registrations with respect to the Intellectual Property. (b) sets forth a true and complete list None of all (i) Registered the Intellectual Property included is subject to any Lien in favor of any third party other than Liens resulting from the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, FNF Secured Loans and the applicable filing jurisdiction Homemark Secured Loans (which Liens shall be released at or prior to Closing) and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, Seller owns all right, title and interest in all Owned Intellectual Property, free therein and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting thereto and, to Sellers’ KnowledgeSeller's knowledge, valid and enforceableno other Person has any right, (ii) a Seller is title or interest in or to any of the owner Intellectual Property. None of record, and (iii) all maintenance fees and filings that are required Seller's rights in or to any of the Intellectual Property shall be made adversely affected by its execution or delivery of this Agreement or by the performance of its obligations hereunder. No claims with respect to maintain such Registered any Intellectual Property have been timely made (taking into account asserted or, to Seller's knowledge, threatened by any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at Person against Seller. No use of any of the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b)by any Person (including Seller) constitutes or has constituted an unauthorized use, Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Partyother Person and no valid grounds exist for any claims against Seller or any such Person with respect to any Intellectual Property. Except as set forth in Schedule 4.09(c)Without limiting the generality of the foregoing, no Person ever employed or otherwise engaged by Seller has asserted or, to Sellers’ KnowledgeSeller's knowledge, during the past three (3) years (threatened any claim against Seller relating to any Intellectual Property. To Seller's knowledge, there has not been, nor is there presently, any unauthorized use, infringement, misappropriation or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated violation of any of the Owned Intellectual Property or Transferred Technology, and no by any Person. Seller has made the full and exclusive right to possess, use, copy, distribute, display, transfer and license all of the Intellectual Property. (c) No Intellectual Property is subject to any outstanding order, award, decision, injunction, judgment, decree, stipulation or asserted agreement in any claimmanner restricting the transfer, demand use, enforcement or notice licensing thereof by Seller. Seller has not entered into any agreement to indemnify any other Person against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership charge of infringement of any Owned Intellectual Property. Seller has not entered into any agreement granting any third party the right to bring infringement actions with respect to, or its right otherwise to use enforce rights with respect to, any Transferred Intellectual Property, or challenging of the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they areSeller has paid all material fees, each as applicable, annuities and all other payments which have heretofore become due to any Governmental Authority with respect to the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, Intellectual Property and has taken all steps reasonable and necessary to prosecute and maintain the “Domain Names”)same. (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included Seller has not transferred its title in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers or to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there Intellectual Property. Seller has not been a breach of permitted any such agreement or obligation by Person to utilize any such PersonIntellectual Property. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf 's use of Sellers any Owned the Intellectual Property that is material pursuant to valid and binding licenses and the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control execution and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance by Seller of this Agreement, nor Agreement and the consummation of the transactions contemplated by hereby shall not alter or impair any such licenses. No Consent shall be required in connection with the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation transfer of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, licenses to Buyer will be able pursuant to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. To the knowledge and belief of Debtor, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related to such Marks constitute all such rights that are required or reasonably necessary for the conduct of the business of Debtor as currently conducted. All such Marks (aand all applications and registrations therefor) Schedule 4.09(a) sets forth a true are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and complete list payments of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application datefees), and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the applicable filing jurisdiction date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertylicense, free and clear of any and all Encumbrances adverse claims (other than Permitted Encumbrances). Sellers are not bound including by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(acurrent and former employees and contractors), (i) all such Registered Intellectual Property is subsisting andliens, restrictions or other obligation to Sellers’ Knowledgepay royalties, valid honoraria or other fees, any and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between (including without limitation the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are Marks) used in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business business of Debtor as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in proposed to be conducted. No Marks have been within the past preceding three (3) years or are now the subject of any claims or litigation and, to the knowledge of Debtor, no claims or litigation have been alleged or threatened. Debtor has taken all reasonable steps to maintain, police and protect the Marks owned or used in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted or planned to be conducted does not infringed, misappropriated infringe or otherwise violated, impair or conflict with any Intellectual Property or other proprietary or personal rights of any Third Partythird party, and, to the knowledge of Debtor, the Intellectual Property owned or licensed by Debtor is not being infringed by any third party. Sellers have not received There is no litigation or order pending or outstanding, or to the knowledge of Debtor, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any notice that Sellers’ use Marks or any Intellectual Property of Debtor. The consummation of the Transferred transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the Business business of Debtor as currently conducted infringesor proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, misappropriatesnon-custom, dilutes off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received distributed by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers Debtor to any Person except pursuant to written non-disclosure agreements or other obligations of confidentialitythird party, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Personas the case may be. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) Section 5.21 of the STFC Disclosure Letter sets forth a true and complete list of all (i) Registered Intellectual Property included patents and pending patent applications, trademark registrations and pending trademark applications, copyright registrations and domain name registrations, in each case which are owned by STFC or a Subsidiary of STFC as of the Owned Intellectual Propertydate hereof. STFC or a Subsidiary of STFC owns, indicating for each item or is licensed or otherwise has the registration or application numberright to use, the registration or application date, and the applicable filing jurisdiction and (ii) Owned all Intellectual Property that is not registered but that is used in and material to the operation conduct of the Business. Sellers exclusively own all, right, title business of STFC and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)its Subsidiaries as presently conducted. (b) Schedule 4.09(b) sets forthTo the Knowledge of STFC, the conduct of the business of STFC and its Subsidiaries does not and, since December 31, 2018, did not infringe, misappropriate or at the Closing will set forth, a true and complete list of all otherwise violate any Intellectual Property Licenses. Except rights of any Person, and, as set forth on Schedule 4.09(b)of the date hereof, Sellers have provided Buyer with true and complete copies there is no Action pending or, to the Knowledge of all such STFC, threatened in writing that STFC or any of its Subsidiaries is infringing, misappropriating or otherwise violating the Intellectual Property Licensesrights of any Person. All such To the Knowledge of STFC, no Person is infringing any Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions rights owned by STFC or a Subsidiary of such Intellectual Property LicensesSTFC. (c) To Sellers’ Knowledgethe Knowledge of STFC, none of the Software owned by STFC or any of its Subsidiaries that is used in and material to the conduct of the Business business of STFC and its Subsidiaries as currently presently conducted does not infringeincludes any “open source” or “copyleft” software that would require, misappropriatebased on the use of such software as used prior to the date hereof, dilute any material components of such software to be licensed, disclosed or otherwise violatedistributed to any non-Affiliated Person under any terms, including making the source code publicly available. (d) At all times since December 31, 2018, STFC and its Subsidiaries have taken reasonable steps, including implementing administrative, technical, and physical security measures, to protect Personal Data and confidential information in the past three (3) years has not infringedtheir possession or control against damage, misappropriated loss, and against unauthorized access, acquisition, use, modification, disclosure or otherwise violatedother misuse, including any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringesforegoing required by any applicable Privacy and Data Security Laws, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending Privacy Agreements and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Partyits Privacy and Data Security Policies. Except as set forth in Schedule 4.09(c)Section 5.21(d) of the STFC Disclosure Letter, to Sellers’ Knowledgesince December 31, during 2018, there has been no unauthorized access, use, or disclosure of Personal Data or confidential information in the past three (3) years (possession or earliercontrol of STFC, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated its Subsidiaries and any of the Owned Intellectual Property their contractors with regard to any Personal Data and confidential information obtained from or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership on behalf of any Owned Intellectual Property, STFC or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)Subsidiaries. (e) Sellers have taken commercially reasonable measures to protect the confidentiality of STFC and its Subsidiaries have, and since December 31, 2018 had, fully implemented written Privacy and Data Security Policies. STFC and its Subsidiaries are, and at all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets times since December 31, 2018 have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is in compliance in all material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge respects with (i) such Software is free from any material bugs, viruses or other malicious codeall Privacy and Data Security Laws, (ii) the Source Code for such Software has not been disclosed to any Third Party, all Privacy Agreements and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) their Privacy and Data Security Policies. Neither the execution, delivery delivery, or performance of this Agreement, nor the consummation of any of the transactions contemplated under this Agreement, nor LMHC’s or its Subsidiaries’ possession or Processing of Personal Data consistent with STFC and its Subsidiaries’ current operations will violate any of the Privacy Agreements, its Privacy and Data Security Policies, or any applicable Privacy and Data Security Laws. (f) There is no pending, nor since December 31, 2018 has there ever been any, complaint, audit, proceeding, investigation, or claim against STFC or its Subsidiaries initiated by the Ancillary Agreements will result any Person or any Governmental Authority alleging that any Processing of Personal Data by STFC or its Subsidiaries (i) is in the material loss or impairment violation of any applicable Privacy and Data Security Laws, (ii) is in violation of any Privacy Agreements, (iii) is in violation of any of the Owned Intellectual Propertytheir Privacy and Data Security Policies or (iv) otherwise constitutes an unfair, deceptive, misleading, or abusive trade practice. (jg) All third-party code that is incorporated into the proprietary Software included STFC and its Subsidiaries have in the Transferred Intellectual Property and that is critical place commercially reasonable procedures to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)contractually require all third parties, including vendors, Affiliates, and following Closingother Persons providing services to STFC or its Subsidiaries that have access to or receive Personal Data from or on behalf of STFC or its Subsidiaries to comply with all applicable Privacy and Data Security Laws, Buyer will be able to procure have a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000written contract requiring compliance with applicable Privacy and Data Security Laws, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing to take reasonable steps to ensure that shall not exceed the amount reflected for all Personal Data and confidential information in such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increasethird parties’ possession or control is protected against damage, additional licenses loss, and against unauthorized access, acquisition, use, modification, disclosure or other change in the operation of Business post Closing shall not be breaches of this representationmisuse. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Section 9.15 of the Disclosure Schedule 4.09(a) sets forth contains a true and complete list of all (i) Registered Intellectual Property included patents, trademarks, trade names, service marks, copyrights and licenses thereof relating to the Business and all pending applications and applications to be filed therefor used in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business, specifying whether such intellectual property rights are owned, controlled, used or held (under license or otherwise) by either or both of the Sellers, and also indicating which of such intellectual property rights are registered. Except as set forth in Section 9.15 of the Disclosure Schedule, all intellectual property shown as registered in Section 9.15 of the Disclosure Schedule has been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. Except as set forth in Section 9.15 of the Disclosure Schedule, (a) the Sellers exclusively and/or the Subsidiaries own allor otherwise have the right to use all intellectual property rights which are material to the conduct of the Business, rightas it is currently being conducted and (b) to the Sellers’ knowledge, title and interest neither the Sellers nor any Subsidiary is infringing any intellectual property rights of any third party in all Owned the operation of the Business, nor is any other person infringing the Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller Except as set forth in Section 9.15 of the Owned Intellectual PropertyDisclosure Schedule, (x) neither of the Sellers nor any Subsidiary has granted any license or materially restricting made any assignment of any of the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property intellectual property rights listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is Section 9.15 of the owner of recordDisclosure Schedule, and (iiiy) all maintenance fees and filings that are required to be made the knowledge of the Sellers, no other person has any right to maintain use any of such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licensesintellectual property rights. Except as set forth on Schedule 4.09(b)Section 9.15 of the Disclosure Schedule, neither of the Sellers have provided Buyer with true and complete copies nor any Subsidiary pays any royalties or other consideration in excess of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, $100,000 per year for the right to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are use any intellectual property rights of others in compliance connection with the material terms and conditions of such Intellectual Property Licenses. Business (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolvedother than “shrink wrap” software), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any Section 9.15 of the Owned Intellectual Property or Transferred TechnologyDisclosure Schedule, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There there is no Proceeding litigation pending or, to the knowledge of the Sellers, threatened to challenge the Sellers’ Knowledgeor the Subsidiaries’ right, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or title and interest with respect to its continued use and right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained preclude others from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of using any of the Owned Intellectual Propertyintellectual property rights identified in Section 9.15 of the Disclosure Schedule. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. CFC and the CFC Subsidiaries exclusively own, or have a valid license or other valid right to use, all Intellectual Property as used in their business as presently conducted; it being understood that the foregoing shall not be construed to expand or diminish the scope of the non-infringement representations and warranties that follow in this Section 3.14. No Actions, suits or other proceedings are pending or, to the Knowledge of CFC, threatened that CFC or any of the CFC Subsidiaries is infringing, misappropriating or otherwise violating the rights of any Person with regard to any Intellectual Property. To the Knowledge of CFC, no Person is infringing, misappropriating or otherwise violating the rights of CFC or any of the CFC Subsidiaries with respect to any Intellectual Property owned or purported to be owned by CFC or any of the CFC Subsidiaries (collectively the “CFC-Owned Intellectual Property”). To the Knowledge of CFC: (a) Schedule 4.09(a) sets forth a true and complete list of all no circumstances exist which could reasonably be expected to give rise to any (i) Registered Action that challenges the rights of CFC or any of the CFC Subsidiaries with respect to the validity or enforceability of the CFC-Owned Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation claim of the Business. Sellers exclusively own allinfringement, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Propertymisappropriation, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iiib) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements this Agreement will result in the material loss not give rise to any claim by any Person to a right to own, purchase, transfer, use, alter, impair, extinguish or impairment of restrict any of the CFC-Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Property or Intellectual Property and that is critical licensed to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that CFC or any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationCFC Subsidiary. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSection 5.13(a) of the Seller Schedules sets forth a true and complete list of all (i) Registered Seller Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned material Licensed Intellectual Property that is not registered but or for which an application for registration has been filed, in each case under the authority of any Governmental Authority (collectively, the “Registered Intellectual Property”), including (i) the jurisdiction in which such item of Registered Intellectual Property has been registered or filed and the applicable registration or serial number; (ii) the current owner thereof; and (iii) the applicable application, registration or serial number and the expiration date thereof. (b) To the Knowledge of Seller, the Intellectual Property includes all intellectual property that exclusively relates to, and all material intellectual property ​ ​ that is material to necessary to, the operation of the Business. Sellers Business as conducted on the date of this Agreement, and includes all patent applications and patents including claims that exclusively own allCover the Product or the Development Product; provided, that this Section 5.13(b) shall not be deemed to be breached (i) as a result of any action for which Buyer has provided its consent in writing (including pursuant to Section 7.1), or (ii) in the event that Seller does not take action as a result of Buyer not providing consent following the written request of Seller therefor pursuant to Section 7.1. (c) Seller solely and exclusively owns all right, title and interest in all Owned the Seller Intellectual Property, and Seller Controls all other Intellectual Property, in each case, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller As of the Owned date hereof, to the Knowledge of Seller, the Seller Intellectual Property and material Licensed Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b)in Section 5.13(c) of the Seller Schedules, Sellers have provided Buyer with true and complete copies neither Seller nor any of all such its Affiliates has abandoned, canceled or forfeited any Intellectual Property Licenses. All such Intellectual Property Licenses are, (including by failing to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties theretopay any filing or renewals fees), and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenseshas not taken any actions that would render a Patent invalid or unenforceable. (cd) Seller has the full and legal right and authority to grant Buyer a license under the Seller Licensed Intellectual Property. (e) To Sellers’ Knowledgethe Knowledge of Seller, Seller has accurately and completely disclosed to the conduct US Patent and Trademark Office all references or other evidence that Seller is obligated to disclose to comply with the duty of candor. (f) Other than in the PIV Challenge, no Third Party, except a patent examiner or patent authority in the ordinary course of patent prosecution, has notified Seller in writing, or to the Knowledge of Seller, otherwise alleged, that any claim of a Patent is invalid, unpatentable, or unenforceable. Seller has not received any written notice (or, to the Knowledge of Seller, oral notice) from any Third Party challenging the validity, enforceability or ownership of any of the Business as currently conducted does not infringeIntellectual Property. (g) As of the date hereof, misappropriate, dilute or otherwise violatethere is no, and in for the past three (3) years there has not infringedbeen no, misappropriated material judicial, administrative or otherwise violatedarbitral action, suit, hearing, inquiry, investigation or other Proceeding (public or private) before any Intellectual Property rights of any Third Party. Sellers have not received any notice Governmental Authority alleging that Sellers’ use the development, manufacture, sale or commercialization of the Transferred Intellectual Property in Product, or the conduct development of the Business as currently conducted infringesDevelopment Product, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any constitutes infringement, misappropriation or other violation by Sellers of the Intellectual Property rights any intellectual property of any Third Party. Except as set forth in Schedule 4.09(c)Section 5.13(g) of the Seller Schedules, (i) to the Knowledge of Seller, there is no reasonable basis for any such allegation of infringement, misappropriation or violation; (ii) Seller has not received any written notice (or, to Sellers’ Knowledgethe Knowledge of Seller, during oral notice) from any Third Party making any such allegation, and (iii) to the past three (3) years (Knowledge of Seller, no Third Party is infringing, misappropriating or earlierotherwise violating any of the Intellectual Property and to the Knowledge of Seller, if presently not resolved) no Person Third Party has infringed, misappropriated, diluted misappropriated or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business.. ​ ​ (h) With respect to Other than as set forth on Section 5.13(h) of the Seller Schedules, none of Seller or any material Software included within of its Affiliates has granted any outbound licenses under the Transferred Seller Intellectual Property, other than non-exclusive licenses granted to Sellers’ Knowledge (i) such Software is free from any material bugsmanufacturers, viruses suppliers, distributors or other malicious codePersons performing manufacturing, (ii) supply, marketing or other services on behalf of Seller or any of its Affiliates, in each case to the Source Code for extent necessary to perform such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software services in a manner that requires the disclosure Ordinary Course of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative worksBusiness. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation Except as set forth on Section 5.13(i) of the transactions contemplated by the Ancillary Agreements will result Seller Schedules, all Persons named as inventors on any Patents included in the material loss or impairment of any of the Owned Seller Intellectual Property, or who should have been listed as such in accordance with applicable Law, have executed and delivered to Seller or its Affiliate, as applicable, a Contract providing for the present assignment by such Person to Seller or its Affiliate, as applicable, of all rights in such Patents. (j) All third-party code Notwithstanding anything to the contrary, Buyer acknowledges and agrees that is incorporated into the proprietary Software included only representations and warranties given in relation to matters relating to the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)specifically addressed in this Section 5.13, are those set out in this Section 5.13, and following Closing, Buyer will be able no other representation or warranty is given in relation to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationmatters. (k) Buyer and Sellers agree Seller does not Control any trademarks, trademark applications, service marks, trade names, certification marks, service names, industrial designs, brand marks, trade dress rights, identifying symbols, logos, emblems, signs, insignia or domain names, or any registrations for any of the foregoing, other than those set forth in Exhibit F, that are exclusively related to the representations and warranties included in this Section 4.09 shall be Business, the sole and exclusive representations and warranties Product or the Development Product as of Sellers with respect to Intellectual Property matters in this Agreementthe Closing Date.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Schedule 5.1(q)(i) lists the Intellectual Property included in the Owned for products developed by Schelfhout. The Intellectual Property, indicating and all registrations of the Intellectual Property, are valid and subsisting. All of the registrations and applications for each item registration of the Intellectual Property are in good standing and are recorded in the name of Schelfhout. No application for registration or application number, of any of the registration or application date, and the applicable filing jurisdiction and Intellectual Property has been rejected. (ii) Owned Schelfhout is the first and only owner of the Intellectual Property that and is not registered but that is material entitled to the operation uninterrupted use of the BusinessIntellectual Property without payment of any royalty or other fees. Sellers exclusively own all, No Person has any right, title and or interest in any of the Intellectual Property and all Owned such persons have waived their moral rights in any copyright works within the Intellectual Property. Schelfhout has diligently protected its legal rights to the exclusive use of the Intellectual Property. (iii) There is no current litigation pending or threatened against or relating to the Intellectual Property. (iv) Schelfhout has not permitted or licensed any Person to use any of the Intellectual Property, free and clear except for Schelfhout's customers. (v) No Person has challenged the validity of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order registrations for the Intellectual Property or decree or the rights of Schelfhout to any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting except for the licensing thereof to any Personlitigation Xxxxxxx x. Xxxxxxxxxx XX in which Xxxxxxx finally has withdrawn its suit (art. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods4.1 f). (bvi) Schedule 4.09(b) sets forthTo the best of the knowledge of the Vendors, or at neither the Closing will set forth, a true and complete list use of all the Intellectual Property Licenses. Except as set forth on Schedule 4.09(b)(which includes products, Sellers have provided Buyer with true processes, methods, substances, parts and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are materials presently sold by or used by Schelfhout in compliance connection with the material terms and conditions of such Intellectual Property Licenses. (cBusiness) To Sellers’ Knowledge, nor the conduct of the Business as has infringed or currently conducted does not infringe, misappropriate, dilute infringes upon the industrial or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property intellectual property rights of any Third Party. Sellers have not received any notice that Sellers’ use other Person. (vii) To the best of the Transferred Intellectual Property in the conduct knowledge of the Business as currently conducted infringesVendors, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of infringed the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, Schelfhout rights to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (dviii) Sellers represent that they are, each as applicable, There is no governmental prohibition or restriction on the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that SCHEDULE 4.9 is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licensesused by Target in the conduct of its business. Except as disclosed on SCHEDULE 4.9: (a) all of the Intellectual Property as set forth on Schedule 4.09(b)SCHEDULE 4.9 is owned by Target or licensed on a perpetual, Sellers have provided Buyer exclusive basis with true and complete copies royalties as set forth on SCHEDULE 4.9; (b) none of all such the Intellectual Property Licenses. All such Intellectual Property Licenses areas set forth on SCHEDULE 4.9 is the subject of any pending or, to Sellers’ Knowledgethe Knowledge of Target, validthreatened, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions litigation or claim of such Intellectual Property Licenses.infringement; (c) To Sellers’ Knowledgeno license or royalty agreement as set forth on SCHEDULE 4.9 to which Target is a party is in breach or default by Target or, to the Knowledge of Target, any other party thereto; and no license or royalty agreement as set forth on SCHEDULE 4.9 is the subject of any notice of termination given or threatened in writing; (d) to the Knowledge of Target, the conduct of the Business as products and services being offered or developed by Target do not and currently conducted does will not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, infringe any Intellectual Property rights of any Third Party. Sellers have another; and Target has not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or contesting its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”).on SCHEDULE 4.9; (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there Target has not been a breach granted any license or agreed to pay or receive any royalty in respect of any such agreement or obligation by any such Person.Intellectual Property; and (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current Target possesses adequate rights as owner or licensee in and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned to all Intellectual Property that is material necessary to the Business a written, present and, valid assignment of such Intellectual Property to a Sellerconduct its business as currently conducted. (g) To Sellers’ KnowledgeTarget has no Knowledge which, directly or indirectly, indicates a material infirmity in any United States and foreign Intellectual Property set forth on SCHEDULE 4.9, or any basis for invalidity or unenforceability of any rights claimed by Target in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the BusinessIntellectual Property set forth on SCHEDULE 4.9. (h) With respect to any material Software included within Target has no Knowledge which, directly or indirectly, indicates that the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software licensor in each license agreement under which Target has not been disclosed to any Third Party, and (iii) such Software granted rights set forth on SCHEDULE 4.9 does not containown the entire unencumbered right, derive from or link title and interest in and to any open source Software in a manner that requires the disclosure Intellectual Property set forth on SCHEDULE 4.9 which is the subject of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative workslicense. (i) Neither Target has delivered to Orion for inspection and copying a true copy of each document in Target’s possession relating to each item of Target Intellectual Property set forth on SCHEDULE 4.9, including each license agreement, relating to Target’s present and intended business activities, and has disclosed to Orion each and all facts, test results and other information known to Target which has, or to its Knowledge may have, any negative impact upon the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment efficacy of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Target Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationset forth on SCHEDULE 4.9. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. Contractor represents and warrants that it has the full legal power and authority to grant any and all licenses of materials used by the Contractor for this Agreement and hereby grants to the Village any and all such licenses and unrestricted use thereof. The Village shall own, without restriction or limitation, all text, graphics, designs, renderings, images, logos, social media posts, audio visual materials, tag lines, processes, ideas and any and all other content in any and all formats (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned collectively “Intellectual Property”) created by or provided by Contractor, indicating Contractor’s employees or Contractor’s independent contractors for each item purposes of fulfilling the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property terms of this Agreement. Contractor will ensure that is not registered but all independent contractors have written agreements in place that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list transfers ownership of all Intellectual Property Licensescreated by them or provided by them to the Village, without restriction or limitation. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true Contractor represents and complete copies of warrants that all such Intellectual Property Licensesprovided to the Village by Contractor will not infringe on any copyrights, trademark rights, patent rights, trade secrets or other rights of any third-party. All Contractor agrees to indemnify, defend and hold Village harmless from and against any loss, cost, damage, liability, or expense (including attorney’s fees and other reasonable litigation expenses) suffered or incurred by Village in connection with any such Intellectual Property Licenses areinfringement claim by any third-party. If a claim is made or an action brought that the materials provided (or any component thereof) to the Village, to Sellers’ Knowledgeinfringes a third-party patent, validcopyright, binding or trademark, or misappropriates any trade secret or other intellectual property right, then Contractor will defend Village from, in the manner and enforceable between form determined in the applicable Seller and sole discretion of the other parties theretoVillage, and Seller and, to Sellers’ Knowledgeindemnify and hold harmless Village against, such other parties are in compliance with the material terms claim and conditions any resulting costs, damages and attorneys’ fees arising out of or incurred as a result of such Intellectual Property Licenses. (c) To Sellers’ Knowledgeclaim, the conduct together with all amounts finally awarded or agreed to in settlement. The Village shall have sole control of the Business as currently conducted does not infringedefense and all related settlement negotiations at the Contractor’s expense. Contractor agrees to cooperate fully in any investigation, misappropriate, dilute defense or otherwise violate, and in settlement of such claim or action. If the past three (3) years has not infringed, misappropriated or otherwise violated, Village is enjoined from using any Intellectual Property rights due to an actual or claimed infringement of any Third Partypatent, trademark, or copyright or other property right or for any other reason, then at Contractor’s option, Contractor shall promptly either: (i) procure for the Village, at Contractor’s expense, the right to continue using the Intellectual Property; or (ii) replace or modify the Intellectual Property, at Contractor’s expense, so that the Intellectual Property become non-infringing. Sellers have not received any notice that Sellers’ use Contractor shall assist the Village in protecting its ownership of the Transferred Intellectual Property Property. Such assistance shall include, without limitation, providing such assistance as may be necessary for the Village to obtain registrations for its rights in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, and to any Intellectual Property Rights solely in the name of any Third PartyVillage and to enforce its rights in such Intellectual Property. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the These Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c)rights, to Sellers’ Knowledgerepresentations, during warrants and protections will survive the past three (3) years (termination or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance expiration of this Agreement, nor the consummation whether by lapse of the transactions contemplated by the Ancillary Agreements will result in the material loss time or impairment of any of the Owned Intellectual Propertyotherwise. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Seller own, free and clear from all Liens, or otherwise possesses legally enforceable rights to use all of the Intellectual Property reasonably necessary to conduct the Business as presently conducted. The Intellectual Property owned or purported to be owned by Seller (“Owned Intellectual Property”) and the Intellectual Property licensed to Seller under the Intellectual Property Licenses comprise all of the Intellectual Property that is used in the Business by Seller or reasonably required for the continued conduct of the Business. Seller is the sole owners of all rights title and interest in the Owned Intellectual Property free and clear of all Liens other than Permitted Liens. Following Closing, all Owned Intellectual Property will be fully transferrable, alienable and licensable by Purchaser without restriction and without payment of any kind or obligation to any third party. (b) Section 2.11(b)(i) of the Disclosure Schedule 4.09(a) sets forth a true true, correct, and complete list of all (i) Registered Owned Intellectual Property included in the Owned Intellectual Property, indicating for each item the which a registration or application numberhas been filed with a Governmental Body, the registration or application dateincluding patents, trademarks, service marks, and copyrights, issued by or registered with, or for which any application for issuance or registration thereof has been filed with, any Governmental Body. Section 2.11(b)(ii) of the applicable filing jurisdiction Disclosure Schedule sets forth a true, correct, and (ii) complete list of all trademarks, service marks and other trade designations as well as all software programs that are Owned Intellectual Property that is and not registered but that is material otherwise identified in Section 2.11(b)(i) of the Disclosure Schedule. All required filings and fees related to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account filed with and paid to the relevant Governmental Body and authorized registrars, are not in any applicable grace periods). (bor surcharge period and all Owned Intellectual Property is otherwise valid and in good standing. Section 2.11(b)(iii) of the Disclosure Schedule 4.09(b) sets forthforth a true, or at the Closing will set forthcorrect, a true and complete list of all written or oral licenses and arrangements (other than Ordinary Course licenses of commercially available and unmodified software): (A) pursuant to which Seller permits any Person to use any Owned Intellectual Property; or (B) pursuant to which any Person permits any Seller to use any Intellectual Property used in the Business; or (B) pursuant to which the use by Seller of Intellectual Property is permitted by any Person (collectively, the “Intellectual Property Licenses”). Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such The Intellectual Property Licenses are, to Sellers’ Knowledge, are valid, binding binding, and enforceable between the applicable Seller and the other parties thereto and are in full force and effect. There is no material Breach of any Intellectual Property License by Seller or, to the Knowledge of Seller, by any other party thereto. No party to any Intellectual Property License has given written notice to Seller of such party’s intention to cancel, terminate or non-renew such agreement. All software used by any Seller is licensed from third parties and used pursuant to, and Seller andwithin the scope of, to Sellers’ Knowledge, such a valid license or other parties are in compliance with enforceable right (including the material terms appropriate number of seats being used) and conditions of such Intellectual Property Licensesis not a “bootleg” or otherwise unauthorized version or copy. (c) To Sellers’ Knowledge, The use of the conduct Owned Intellectual Property used in the Business and the continued operation of the Business as currently presently conducted does not infringeis not, misappropriateto the Knowledge of Seller, dilute or otherwise violatesubject to any third party objection that it interferes with, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringesinfringes upon, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violatedcomes into conflict with, any Intellectual Property Rights of third parties or constitutes unfair competition in any Third Partyjurisdiction in which Seller currently does business. No Proceedings are pending and no written notices have been Seller has not received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, any notice alleging its infringement upon any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights Rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during third parties or the past three (3) years (invalidity or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership unenforceability of any Owned Intellectual Property, and to the Knowledge of Seller, there are no bona fide grounds for any such claim. To Seller’s Knowledge, no Person has infringed or its right to use is infringing any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability Property Rights of any Registered Intellectual Property included in the Seller or has otherwise misappropriated or is otherwise misappropriating any Owned Intellectual Property. (d) Sellers represent that they areNo current or former employee, each as applicableconsultant, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge feescontractor, or grants any license other Person has any right, claim, or interest to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. To the Knowledge of Seller, no employee, consultant, or contractor of Seller has been, is, or will be performing services for the Business in Breach of any term of any employment, invention disclosure or assignment, confidentiality, or noncompetition agreement or other restrictive covenant or any Order as a result of such employee’s employment in, or such consultant’s or contractor’s engagement to provide services with respect to, the Business. (je) All third-party code There are no actions that is incorporated into must be taken by Purchaser within one hundred eighty (180) days after the proprietary Software included date of this Agreement, including the payment of any registration, maintenance, or renewal fees or the filing of any documents, applications, or certificates for the purposes of maintaining, perfecting, or preserving or renewing any right in any Owned Intellectual Property. Section 2.11(e) of the Disclosure Schedule lists the status of any proceedings or actions pending or, to the Knowledge of Seller, threatened before any Governmental Body anywhere in the Transferred world related to any of the Owned Intellectual Property and or any Intellectual Property License, including the due date for any outstanding response by Seller in such proceedings. Seller has not taken any action or failed to take any action that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code could result in the Unaudited Financial Statements by more than $200,000abandonment, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that cancellation, forfeiture, relinquishment, invalidation, waiver, or unenforceability of any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationOwned Intellectual Property. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true The Borrower and complete list of its Subsidiaries shall, at their sole expense, prepare, execute, deliver and file any and all agreements, documents or instruments which are necessary or desirable to (i) Registered use commercially reasonable efforts to prosecute and maintain the material Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction (including Patents therein); and (ii) Owned use commercially reasonable efforts to defend or assert such material Intellectual Property that is not registered but that is material to against commercially significant infringement or interference by any other Persons, and against any claims of invalidity or unenforceability, in any jurisdiction (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a Third Party for declaratory judgment of non-infringement or non-interference) in the operation of Exploitation Territory. The Borrower shall keep the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear Lender informed of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting of such actions and the use by a Seller of Lender shall have the Owned Intellectual Property, or materially restricting opportunity to participate and meaningfully consult with the licensing thereof to any Person. With Borrower with respect to the Registered direction thereof and the Borrower shall consider all of the Lender's comments in good faith. This subsection (a) shall apply only with respect to material Intellectual Property included in owned by the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting andBorrower or its Subsidiaries or, to Sellers’ Knowledgethe extent that the Borrower or any Subsidiary has prosecution, valid and enforceablemaintenance and/or enforcement rights with respect thereto, (ii) a Seller is licensed by the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Borrower or its Subsidiaries. (b) Schedule 4.09(b) sets forth, or at The Borrower and its Subsidiaries shall use commercially reasonable efforts to prosecute all pending Patent applications within the Closing will set forth, a true and complete list of all material Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer in the Exploitation Territory for which it is an owner (or otherwise has rights to prosecute such Patents) consistent with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between standards in the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licensespharmaceutical industry for similarly situated entities. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violateThe Borrower shall, and in shall cause each Subsidiary to: [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the past three U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. (3i) years has not infringed, misappropriated or otherwise violated, any take reasonable measures to protect the proprietary nature of material Intellectual Property rights and to maintain in confidence all trade secrets and confidential information compromising a part thereof; (ii) not disclose and use commercially reasonable efforts to prevent any distribution or disclosure by others (including their employees and contractors) of any Third Party. Sellers have not received any notice item that Sellers’ use of the Transferred contains or embodies material Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three Property; and (3iii) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights take reasonable physical and electronic security measures to prevent disclosure of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (item that contains or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned embodies material Intellectual Property. (d) Sellers represent that they areThe Borrower and its Subsidiaries shall use commercially reasonable efforts to cause each individual associated with the filing and prosecution of the Patents material to the conduct of the business of the Borrower and its Subsidiaries to comply in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, each as applicable, the registrant of record including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of each domain name as set forth such Patent, in Schedule 4.09(d) (collectively, the “Domain Names”)those jurisdictions where such duties exist. (e) Sellers have taken commercially The Borrower shall furnish the Lender from time to time upon Lender's reasonable measures to protect written request therefor reasonably detailed statements and schedules further identifying and describing the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers such other materials evidencing or reports pertaining to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to as the Business a written, present and, valid assignment of such Intellectual Property to a SellerLender may reasonably request. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSubject to Sections 3.5(b) sets forth a true and complete list of 3.5(f), Sellers exclusively own, or validly Control, all (i) Registered Business Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned including all Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own allRights set forth on Schedule 2.2(a)(iii)), right, title and interest in all Owned Intellectual Property, each case free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens). All Business Intellectual Property will, immediately subsequent to the Closing, be transferred to, and Controlled by, Buyer on substantially the same terms with which Sellers, immediately prior to the Closing, Controlled such Business Intellectual Property. For the avoidance of doubt, this Section 3.5(a) does not constitute a representation or warranty of Sellers are not bound by any outstanding judgmentrelating to infringement, injunction, order misappropriation or decree or any contractual obligation materially restricting the use by a Seller other violation of the Owned Intellectual Property, or materially restricting the licensing thereof to Property Rights of any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a). (b) To Sellers’ Knowledge, (i) all such Registered no Seller has infringed, misappropriated or otherwise violated and (ii) no Seller is infringing, misappropriating or otherwise violating (including with respect to the discovery, development, clinical testing, manufacture, distribution, advertising, use, Exploitation or sale by any Seller of a Product or the Compound) the rights of any other Person with regard to any Seller’s possession or use of any Business Intellectual Property for the Business as presently conducted. To Sellers’ Knowledge, no other Person or Persons has infringed, misappropriated or otherwise violated or is subsisting andor are infringing, misappropriating or otherwise violating the Business Intellectual Property. (c) No claims against any Seller are pending or, to Sellers’ Knowledge, valid and enforceable, threatened with regard to (i) the Control or use of any Business Intellectual Property; (ii) a Seller is the owner any actual or potential infringement, misappropriation or unauthorized use of record, and Business Intellectual Property; (iii) all maintenance fees and filings that are required to be made to maintain such Registered any actual or potential infringement, misappropriation or unauthorized use of any Third Party’s Intellectual Property Rights with respect to any Business Intellectual Property or the Business; or (iv) the validity or enforceability of any Business Intellectual Property. Sellers have been timely made the right to bring actions for infringement, including all rights to recover damages for past infringement (taking into account any to the extent permitted by applicable grace periodsLaw), of all Business Intellectual Property. (bd) Schedule 4.09(b2.2(a)(iii) sets forth, or at as of the Closing will set forthdate hereof, a true complete and complete accurate list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(bpatents and applications therefor, registered trademarks and applications therefor (if any), domain name registrations (if any), copyright registrations (if any) and all invention disclosures, that, in each case, are Controlled by any Seller and related to the Business, a Product or the Compound. The patent applications listed in Schedule 2.2(a)(iii) that are owned by any Seller are (and such applications that are otherwise Controlled by Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge) pending and have not been abandoned and have been and continue to be timely prosecuted. All patents, validregistered trademarks and applications therefor owned by Sellers that are related to the Business, binding a Product or the Compound have been (and enforceable between all such patents, registered trademarks and applications otherwise Controlled by Sellers have been, to Sellers’ Knowledge) duly registered or filed with or issued by each appropriate Governmental Authority in the applicable Seller and the other parties theretojurisdiction indicated in Schedule 2.2(a)(iii), all related necessary affidavits of continuing use have been (or, with respect to licenses, to Sellers’ Knowledge have been) timely filed, and Seller all related necessary maintenance fees have been (or, with respect to licenses, to Sellers’ Knowledge have been) timely paid to continue all such rights in effect. None of the patents listed in Schedule 2.2(a)(iii) that are owned by Sellers have (and no such patents that are otherwise Controlled by Sellers have, to Sellers’ Knowledge) expired, been disclaimed, in whole or in part, been declared invalid, in whole or in part, or held to be unenforceable by any Governmental Authority. None of the trademarks or trademark applications listed in Schedule 2.2(a)(iii) that are owned by Sellers are (and no such trademarks or trademark applications that are otherwise Controlled by Sellers are, to Sellers’ Knowledge) involved in or the subject of any ongoing oppositions, cancellations or other proceedings. None of the patents or patent applications listed in Schedule 2.2(a)(iii) that are owned by Sellers are (and no such patents or patent applications that are otherwise Controlled by Sellers are, to Sellers’ Knowledge) involved in or the subject of any material ongoing interferences, oppositions, reissues, reexaminations or other proceedings, including ex parte (other than ex parte proceedings in connection with such patent applications) and post-grant proceedings, in the United States Patent and Trademark Office or in any foreign patent office or similar administrative agency. Each of the patents and patent applications listed in Schedule 2.2(a)(iii) that are owned by Sellers properly identifies (and, to Sellers’ Knowledge, such other parties are patents and applications otherwise Controlled by Sellers properly identify) each and every inventor of the claims thereof as determined in compliance accordance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct Laws of the Business as currently conducted does not infringe, misappropriate, dilute jurisdiction in which such patent is issued or otherwise violate, such patent application is pending. Each inventor named on the patents and patent applications listed in the past three (3Schedule 2.2(a)(iii) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received owned by Sellers during the past three has executed (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c)and, to Sellers’ Knowledge, during such inventors named on such patents and applications that are otherwise Controlled by Sellers and material to the past three (3Business, a Product or the Compound have executed) years (an agreement assigning his, her or earlierits entire right, if presently not resolved) title and interest in and to such patent or patent application, and the inventions embodied and claimed therein, to Sellers, or in the case of licensed Patents, to the appropriate owners. To Sellers’ Knowledge, no Person such inventor has infringed, misappropriated, diluted any contractual or other obligation that would preclude any such assignment or otherwise violated conflict with the obligations of such inventor to Sellers under such agreement with any Seller. (e) No current or former director, officer, employee, contractor or consultant of any Seller owns any rights in or to any Business Intellectual Property. All current and former directors, officers, employees, contractors and consultants of any Seller who contributed to the Owned discovery, creation or development of any Business Intellectual Property did so (i) within the scope of his or Transferred Technologyher employment such that it constituted a work made for hire and all Business Intellectual Property arising therefrom became the exclusive property of Sellers or (ii) pursuant to a written agreement assigning all of his or her rights in Business Intellectual Property to Sellers. No current or former directors, and no officers, employees, contractors or consultants of any Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership threatened to make any claim or challenge against any Seller or any Affiliates of any Owned Intellectual PropertySeller in connection with their contribution to the discovery, creation or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability development of any Registered Intellectual Property included in the Owned Business Intellectual Property. (df) Sellers represent that they areSchedule 3.5(f) sets forth a complete and accurate list as of the date hereof of all options, each as applicablerights, licenses or interests of any kind relating to any Business Intellectual Property (i) granted to any Seller by any other Person (other than software licenses for commercially available off the registrant shelf software and except pursuant to employee proprietary inventions agreements (or similar employee agreements)), or (ii) granted by any Seller to any other Person (including any obligations of record such other Person to make any fixed or contingent payments, including royalty payments). All material obligations for payment of each domain name as set forth monies currently due and payable by any Seller and other material obligations in Schedule 4.09(d) (collectivelyconnection with such options, the “Domain Names”)rights, licenses or interests have been satisfied in a timely manner. (eg) Sellers have used reasonable efforts to make all filings with Governmental Authorities and obtain all grants and registrations as may be reasonably necessary or appropriate to preserve and protect the Business Intellectual Property. (h) Sellers have used reasonable efforts and taken commercially reasonable measures steps designed to protect the confidentiality of all maintain in confidence its Trade Secrets included and other confidential information acquired, conceived, developed, collected, compiled, generated, reduced to practice or otherwise made or used in connection with the Owned Intellectual Property Business or related to a Product or the Compound, including through the development of a policy for the protection of intellectual property and no material periodic training for all employees of each Seller on the implementation of such policy; requiring all employees of each Seller to execute confidentiality agreements with respect to intellectual property developed for or obtained from Sellers; and entering into licenses and Contracts that generally require licensees, contractors and other Third Parties with access to the Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, confidential information to Sellers’ Knowledge, there has not been a breach of any keep such agreement Trade Secrets or obligation by any such Personother confidential information confidential. (fi) To Seller’s KnowledgeThe execution and delivery of this Agreement and the Related Documents by Sellers do not, and the consummation of the Contemplated Transactions and compliance by Sellers have obtained from each Person with the provisions of this Agreement and any Related Document will not, conflict with, or result in any violation or breach of, or default (including current and former employees and independent contractorswith or without notice or lapse of time, or both) who has created under, or developed for give rise to a right of, or on behalf result in, termination, cancellation or acceleration of Sellers any Owned right or obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon or the transfer of, any Business Intellectual Property that is material to the Business Compound, a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to Product or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. Buyer and the Buyer Subsidiaries exclusively own, or have a valid license or other valid right to use, all material Intellectual Property as used in their business as presently conducted; it being understood that the foregoing shall not be construed to expand or diminish the scope of the non-infringement representations and warranties that follow in this Section 4.14. No Actions, suits or other proceedings are pending or, to the Knowledge of Buyer, threatened that Buyer or any of the Buyer Subsidiaries is infringing, misappropriating or otherwise violating the rights of any Person with regard to any Intellectual Property. To the Knowledge of Buyer, no Person is infringing, misappropriating or otherwise violating the rights of Buyer or any of the Buyer Subsidiaries with respect to any Intellectual Property owned or purported to be owned by Buyer or any of the Buyer Subsidiaries (collectively the “Buyer-Owned Intellectual Property”). To the Knowledge of Buyer: (a) Schedule 4.09(a) sets forth a true and complete list of all no circumstances exist which could reasonably be expected to give rise to any (i) Registered Action that challenges the rights of Buyer or any of the Buyer Subsidiaries with respect to the validity or enforceability of the Buyer-Owned Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation claim of the Business. Sellers exclusively own allinfringement, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Propertymisappropriation, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, ; and (iiib) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements this Agreement will result in the material loss not give rise to any claim by any Person to a right to own, purchase, transfer, use, alter, impair, extinguish or impairment of restrict any of the Buyer-Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Property or Intellectual Property and that is critical licensed to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that or any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationBuyer Subsidiary. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aNone of the Seller Owned Intellectual Property has been registered or filed with the U.S. Patent and Trademark Office or the U.S. Copyright Office. (b) Schedules 1.01(m) and 1.01(n) set forth a complete and accurate list and description (showing in each case any owner, licensor or licensee) of all Software owned by, licensed to or used by either Seller in the conduct of the Master Servicing Business, except for such mass market Software that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) Section 4.09(c) of the Seller Disclosure Schedules sets forth a true complete and complete accurate list and description of all (i) Registered material Assumed Contracts that relate to any Seller Intellectual Property included used in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation conduct of the Master Servicing Business. . (d) The Sellers exclusively own all, the entire right, title and interest in all Owned Intellectual Property, free and clear to each item of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Master Servicing Business as presently conducted, free and clear of all Liens. The Sellers have a written, present and, valid assignment of such right to use the Seller Licensed Intellectual Property in the conduct of the Master Servicing Business. To the Sellers’ Knowledge, the ownership and use of the Seller Owned Intellectual Property by the Sellers and the operation of the Master Servicing Business, including their provision of products and services, does not infringe, dilute, misappropriate or otherwise violate the Intellectual Property rights of any other Person, nor has any Seller received any written communications alleging that it has infringed, diluted, misappropriated or violated the Intellectual Property rights of any other Person. Upon consummation of the Transactions, Purchaser will be entitled to a Sellercontinue to use all Seller Intellectual Property consistent with the Sellers’ current practice without the payment of any fees, licenses or other payments (other than ongoing payments required under any Contract for such Seller Intellectual Property and described on Section 4.09(d) of the Seller Disclosure Schedules). (ge) To Sellers’ Knowledge, in no other Person is infringing, diluting, misappropriating or violating, nor has any Seller sent any communications alleging that any Person has infringed, diluted, misappropriated or violated, any Intellectual Property rights of the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (hf) With respect The Sellers have taken all reasonable actions to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge protect and maintain (i) such Software is free from any material bugs, viruses or other malicious code, all Seller Owned Intellectual Property and (ii) the Source Code for such Software has not been disclosed to any Third Partysecurity and integrity of the IT Platform, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure case of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. each of clauses (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during to protect the twelve (12) months period following same against unauthorized use, modification, or access thereto, or the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that introduction of any increases in license fees resulting from a volume increase, additional licenses viruses or other change unauthorized or damaging or corrupting code or elements. The IT Platform operates and performs in all material respects in accordance with its applicable specifications and documentation and as required by the operation of Sellers in connection with the Master Servicing Business post Closing shall not be breaches of this representationas presently conducted. Each Seller has implemented reasonable backup and disaster recovery technology consistent with industry standard practices. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Section 3.10(a) of the Schedule 4.09(a) of Exceptions sets forth a true complete and complete accurate list of all Intellectual Property owned by the Company as of the date hereof that is registered, recorded or filed in the name of the Company with a Governmental Authority and all applications therefor, and all material unregistered trademarks or service marks owned by the Company and used by the Company in the operation of the Business (“Company Registered IP”). Each item of Company Registered IP is (i) Registered Intellectual Property included in the Owned Intellectual Propertycompliance with all applicable legal requirements and is current with its filing, indicating for each item the registration or application numberand maintenance requirements, the registration or application date, and the applicable filing jurisdiction and (ii) Owned to the knowledge of the Sellers, valid and enforceable. (b) The Company either exclusively owns, free and clear of all Liens (other than Permitted Liens), or has permission to use pursuant to a valid written agreement or, to the knowledge of the Sellers, has other valid rights to use, all Intellectual Property used or held for use in the operation of the Business as presently conducted (collectively, “Company IP Rights”). The Company IP Rights comprise all of the Intellectual Property that is not registered but that is material to used in or necessary for the operation of the BusinessBusiness as currently conducted. Sellers exclusively own allNo Person has asserted or, to the knowledge of the Sellers, threatened to assert any claims (i) contesting the right of the Company to use, transfer or license any Company IP Rights or any products, processes, services or materials covered thereby in any manner, or (ii) challenging the ownership, validity or enforceability of any Company IP Rights. (c) To the knowledge of the Sellers, the operation of the Business has not and does not infringe or misappropriate any Intellectual Property of any Person, and has not and does not violate the rights of any Person (including the right to privacy or publicity) or constitute unfair competition or trade practices under any Laws. To the knowledge of the Sellers, no Person has infringed or misappropriated or is infringing or misappropriating any Company IP Rights. (d) Following the Closing, the Company will be permitted to exercise all of the rights under the Company IP Rights to the same extent the Company would have been able to had the transactions contemplated by this Agreement not occurred. All Company IP Rights are, and immediately after the Closing Date, will be, fully transferable, alienable or licensable by the Company without restriction and without payment of any kind to any Person, except as a result of any independent agreements or obligations of Purchaser. The Company has not granted any exclusive licenses or rights of any kind in the Company IP Rights to any Person, and the Company does not hold any rights to Company IP Rights jointly with any third Person. (e) The Company has not entered into any Contract to settle or resolve any action, claim or dispute with respect to any Intellectual Property. No Company IP Right is subject to any proceeding or outstanding decree, Order, judgment, Contract or stipulation that restricts in any manner the use, transfer or licensing thereof by the Company. (f) The Company has taken all actions reasonably necessary to maintain and protect all Company IP Rights, including all confidential and proprietary information and trade secrets pertaining thereto. All agents, employees and independent consultants of the Company employed or engaged in the five (5) years prior to the date hereof who have participated in or contributed to the development of any Intellectual Property for the Company have executed and delivered to the Company a written assignment agreement that vests in the Company exclusive ownership of all right, title and interest in all Owned and to any such Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (bg) Schedule 4.09(b) sets forth, or at The information technology systems used by the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are Company in compliance connection with the operation of the Business (“IT Systems”) as a whole, are adequate and sufficient in all material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, respects for the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years conducted. The Company has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures steps consistent with industry practice to protect the confidentiality of IT Systems from unauthorized access, use and damage. The IT Systems have not suffered any material failures or defects and have functioned consistently and accurately in all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Businessrespects. (h) With respect to No software owned by the Company incorporates any material Software included within the Transferred Intellectual PropertyPublic Software. For purposes of this Agreement, to Sellers’ Knowledge “Public Software” means any software that contains, or is derived in any manner from, in whole or in part, any software that is distributed as freeware, shareware, open source software (e.g., Linux) or similar licensing or distribution models that (i) such Software is free from any material bugs, viruses requires the licensing or other malicious codedistribution of source code to licensees, (ii) prohibits or limits the Source Code for such Software has not been disclosed to receipt of consideration in connection with sublicensing or distributing any Third Partysoftware, and (iii) such Software does not containexcept as specifically required to be permitted by applicable Law, derive from allows any Person to decompile, disassemble or link otherwise reverse-engineer any software, or (iv) requires the licensing of any software to any open other Person for the purpose of making derivative works. No software owned by the Company has been provided or disclosed in source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license code form to any Third Party to make derivative works. Person (i) Neither the executionincluding without limitation, delivery or performance of this Agreementany escrow agents, nor the consummation employees and officers of the transactions contemplated by Company). To the Ancillary Agreements will result in extent the material loss Company has provided or impairment of disclosed any of the Owned Intellectual Property. (j) All third-party code that is incorporated into such source code, such provision or disclosure has been pursuant to a written confidentiality agreement adequate to protect the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation confidential nature of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationsource code. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Other than commercially available off-the-shelf software, Schedule 4.09(a2.18(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to licensed by the operation Company and used in the conduct of the BusinessBusiness (the “Licensed Intellectual Property”) and the names of the licensors of such Licensed Intellectual Property. Sellers exclusively own allExcept as set forth in Schedule 2.18(a), rightthe Company has no obligation to compensate any Person for the license of any Licensed Intellectual Property. The Company has not granted to any Person any license, title option or other rights to use any of the Licensed Intellectual Property, whether or not requiring the payment of royalties. No license for any Licensed Intellectual Property will terminate by reason of the execution, delivery and interest in all Owned performance of this Agreement or any Operative Agreement or the consummation of the transactions contemplated hereby and thereby. The Company has such rights to use the Licensed Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers Liens, as are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting necessary in connection with the use by a Seller conduct of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included Business in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)ordinary course consistent with past practice. (b) Schedule 4.09(b2.18(b) sets forth, or at the Closing will set forth, a true and complete list of forth (i) all material Intellectual Property Licensesowned by the Company and used in the conduct of the Business (the “Owned Intellectual Property”) and (ii) the Company’s existing registrations, and applications for registration, for or with respect to any of the Owned Intellectual Property. The Company has taken reasonable steps to maintain its confidential information. To the Knowledge of the Seller Group, the use by the Company of its Owned Intellectual Property does not infringe upon or otherwise violate the rights of any other Person in or to such Owned Intellectual Property. The Company has not granted to any Person any license, option or other rights to use any Owned Intellectual Property, whether or not requiring the payment of royalties. (c) Except as set forth on Schedule 4.09(b2.18(c), Sellers have provided Buyer with true and complete copies there are no pending or, to the Knowledge of all such the Seller Group, threatened Actions by any Person (i) relating to the Company’s use of any Licensed Intellectual Property Licenses. All such or Owned Intellectual Property Licenses areor (ii) claiming that such Person has any ownership of, right to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller use or other rights with respect to any Licensed Intellectual Property or Owned Intellectual Property. The Licensed Intellectual Property and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Owned Intellectual Property Licenses. (c) To Sellers’ Knowledge, constitute all of the Intellectual Property necessary for the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the ordinary course consistent with past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Propertypractice. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a true and complete list of all Parent Material Adverse Effect: (i) Registered to the knowledge of Parent, Parent and the Parent Subsidiaries own or are licensed to use all Intellectual Property included used in or necessary for the conduct of their respective businesses as currently conducted; (ii) to the knowledge of Parent, the conduct of the business of Parent and the Parent Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party; (iii) there are no claims or suits pending or, to the knowledge of the Parent and except as set forth in Section 4.13(a)(iii) of the Parent Disclosure Schedule, threatened against Parent or any Parent Subsidiary (A) alleging that the conduct of the business of Parent or any Parent Subsidiary as currently conducted infringes upon or misappropriates the Intellectual Property rights of any third party or (B) challenging the ownership, use, validity or enforceability of any item of Intellectual Property owned by Parent or a Parent Subsidiary (“Parent Owned Intellectual Property”); (iv) with respect to Parent Owned Intellectual Property, indicating for each item Parent or a Parent Subsidiary is the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation owner of the Business. Sellers exclusively own all, entire right, title and interest in all and to such Parent Owned Intellectual Property, free and clear of all Encumbrances (liens, encumbrances and other than Permitted Encumbrances). Sellers are not bound by any outstanding judgmentrestrictions, injunction, order or decree or any contractual obligation materially restricting the and is entitled to use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the such Parent Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is in the owner continued operation of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods).its respective business; (bv) Schedule 4.09(bthere are no settlements, forbearances to sxx, consents, judgments, orders or similar obligations which (A) sets forth, restrict the business of Parent or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are any Parent Subsidiary in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, under any Intellectual Property rights of any Third Party. Sellers have not received third party; or (B) permit any notice that Sellers’ third party to use any Parent Owned Intellectual Property; (vi) Section 4.13(a)(vi) of the Transferred Parent Disclosure Schedule sets forth each item of material Intellectual Property licensed to Parent or a Parent Subsidiary (“Parent Licensed Intellectual Property”), and Parent or a Parent Subsidiary has the right to use such Parent Licensed Intellectual Property in the conduct continued operation of its respective business in accordance with the terms of the Business license agreement governing such Parent Licensed Intellectual Property and Parent and the Parent Subsidiaries have used such Parent Licensed Intellectual Property in accordance with the terms of such license agreement; (vii) to the knowledge of Parent, the Parent Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (viii) to the knowledge of Parent, no person is engaging in any activity that infringes upon or misappropriates the Parent Owned Intellectual Property; (ix) to the knowledge of Parent, each license of the Parent Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (x) to the knowledge of Parent, no party to any license of the Parent Licensed Intellectual Property is in breach thereof or default thereunder; and (xi) neither the execution of this Agreement nor the consummation of any Transaction will adversely affect any of Parent’s or Parent Subsidiaries’ rights with respect to the Parent Owned Intellectual Property or the Parent Licensed Intellectual Property. (b) Except as currently conducted infringescould not reasonably be expected, misappropriatesindividually or in the aggregate, dilutes to have a Parent Material Adverse Effect, Parent and the Parent Subsidiaries have taken commercially reasonable actions to protect each item of Parent Owned Intellectual Property. Parent and the Parent Subsidiaries have policies of (i) obtaining assignments from all technical employees and consultants, who are involved in any way in the research, development or otherwise violatesinvention of technology, of all of their rights in the technology created by them within the scope of their employment during such employment and (ii) requiring all directors who are involved in an executive capacity with Parent or a Parent Subsidiary, officers, management employees, and technical and professional employees of Parent and the Parent Subsidiaries to enter into written agreements with Parent or the Parent Subsidiaries to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment. Parent and the Parent Subsidiaries enforce the foregoing policies in a manner consistent with industry standard practices and neither Parent nor the Parent Subsidiaries are aware of any violations of the foregoing policies. (c) Parent or any Parent Subsidiary has not agreed to indemnify any third party for or against any infringement or misappropriation with respect to any third party Intellectual Property other than in the ordinary course of business. (d) The consummation of the Transactions will not result in Parent or any Parent Subsidiary being bound by any non-compete or other restriction on the operation of any business of Parent or any Parent Subsidiary, or in the past three (3) years has infringed, misappropriated grant by Parent or otherwise violated, any Intellectual Property Rights Parent Subsidiary of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (rights or earlier, if presently not resolved), in each case, alleging licenses to any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Parent Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Parent or any Parent Subsidiary has not licensed any Parent Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant third party other than in the ordinary course of business. SECTION 4.14. Taxes. Parent and the Parent Subsidiaries have filed all material Tax Returns required to written non-disclosure agreements be filed by them and have paid and discharged all material Taxes required to be paid or discharged, other obligations of confidentialitythan such payments as are being contested in good faith by appropriate proceedings. All Tax Returns are true, andaccurate and complete in all material respects. No taxing authority or agency is now asserting or, to Sellers’ Knowledgethe knowledge of Parent, there threatening to assert, against Parent or any Parent Subsidiary any material deficiency or claim for any Taxes or interest thereon or penalties in connection therewith. Neither Parent nor any Parent Subsidiary has not been a breach granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. The accruals and reserves for Taxes reflected in the consolidated balance sheet of Parent and the consolidated Parent Subsidiaries as at September 30, 2003 are adequate to cover all Taxes accruable through such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person date (including current interest and former employees and independent contractorspenalties, if any, thereon) who has created in accordance with GAAP. There are no Tax liens upon any property or developed for assets of Parent or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. Parent Subsidiaries except liens for current Taxes not yet due. To the knowledge of Parent, neither Parent nor any of its affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code (jdetermined without the application of Section 367 of the Code) All third-party code that is incorporated into or the proprietary Software included in the Transferred Intellectual Property and that is critical exchange by Eligible Company Stockholders of Company Shares for Parent ADSs pursuant to the operation Merger from satisfying the requirements of such Software Section 1.367(a)-3(c) of the Regulations other than subsection (3)(C) thereof. Parent is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)not aware of any agreement, and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses plan or other change in circumstance that would prevent the operation Merger from qualifying as a reorganization within the meaning of Business post Closing shall not be breaches Section 368(a) of this representationthe Code (determined without the application of Section 367 of the Code) or the exchange by Eligible Company Stockholders of Company Shares for Parent ADSs pursuant to the Merger from satisfying the requirements of Section 1.367(a)-3(c) of the Regulations other than subsection (3)(C) thereof. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (ai) Schedule 4.09(aSection 3.01(q)(i) of the Seller Disclosure Letter sets forth a true and complete list of all (i) Registered registered Intellectual Property included in the Owned MCC IP (the “MCC Registered IP”) and all other material Intellectual PropertyProperty owned by the Non-MCC Entities that is necessary to the conduct of the MCC Business. As of the date of this Agreement, indicating for each item all required filings and fees related to the registration MCC Registered IP have been timely filed and paid. All MCC Registered IP is subsisting in all material respects, and, in the jurisdiction(s) where such MCC Registered IP is issued or application numberregistered, the registration or application date, is valid and enforceable. (ii) The Non-MCC Entities and the applicable filing jurisdiction Transferred Entities (i) have not granted any license with respect to any MCC IP, and (ii) Owned have not received any license with respect to material Intellectual Property that is not registered but that is material necessary to the operation conduct of the MCC Business. Sellers exclusively own all, rightother than non-exclusive licenses for commercial, title and interest in all Owned off-the-shelf Intellectual Property. (iii) The Non-MCC Entities (solely with respect to the MCC Business) and the Transferred Entities own, or have sufficient rights to use, all MCC IP, free and clear of all Encumbrances Liens, except for Permitted Liens. (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With iv) (A) The Non-MCC Entities (solely with respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (iMCC Business) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does Transferred Entities have not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not materially infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of violated the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently third party and have not resolved) no Person has infringed, misappropriated, diluted or otherwise violated received any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriationmisappropriation or violation, dilution and there are no pending proceedings, administrative claims, litigation, suits, actions or other violation. There investigations alleging the same, and (B) to the Knowledge of the Seller, no third party is no Proceeding pending orinfringing, misappropriating or otherwise violating any MCC IP. (v) The Non-MCC Entities (solely with respect to Sellers’ Knowledge, threatened, challenging a Seller’s ownership the MCC Business) and the Transferred Entities have with respect to the MCC Business taken commercially reasonable steps to maintain the MCC Registered IP and to protect and preserve the confidentiality of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property all trade secrets included in the Owned Intellectual PropertyMCC IP. To the Knowledge of the Seller, no trade secrets included in the MCC IP have been used or disclosed without authorization. (dvi) Sellers represent that they are, each as applicableTo the Knowledge of the Seller, the registrant Information Technology Systems included in the IT Assets are reasonably sufficient for the present and immediate future needs of record the MCC Business and have not suffered a material malfunction or failure. To the Knowledge of each domain name as set forth in Schedule 4.09(d) (collectivelythe Seller, the “Domain Names”). Non-MCC Entities (esolely with respect to the MCC Business) Sellers and the Transferred Entities have taken commercially reasonable measures efforts to protect the secrecy, confidentiality and value of all Trade Secrets the confidential and proprietary information included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such PersonMCC IP. (fvii) To the Knowledge of the Seller’s Knowledge, Sellers have obtained from each Person : (including current and former employees and independent contractorsA) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material the Non-MCC Entities (solely with respect to the Business a writtenMCC Business) and the Transferred Entities have implemented commercially reasonable backup, present andsecurity and disaster recovery technology and procedures, valid assignment (B) the Non-MCC Entities (solely with respect to the MCC Business) and the Transferred Entities are in all material respects in compliance with applicable Laws and Orders regarding the privacy and security of such Intellectual Property to a Seller. customer, employee and other Personal Data and are compliant in all material respects with their respective privacy policies, (gC) To Sellers’ Knowledgethere have not been any incidents of, in the past three (3) yearsor third party claims related to, there has been no material any unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge feesto, or grants unauthorized disclosure or use of, any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result Personal Data in the material loss or impairment of any of the Owned Intellectual Property. Non-MCC Entities’ (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers solely with respect to Intellectual Property matters in this Agreementthe MCC Business) or any of the Transferred Entities’ possession and (D) no Non-MCC Entity (solely with respect to the MCC Business) or Transferred Entity has received any written notice of any material claims, investigations (including investigations by any Governmental Entity), or alleged violations of any Laws and Orders with respect to Personal Data possessed by the Seller or any of its Subsidiaries.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the The consummation of the transactions contemplated by the Ancillary Agreements hereby will not result in the material loss or impairment of any of the Owned Intellectual PropertyProperty rights included in Purchased Assets. (jb) All third-party code that To the Knowledge of Seller or any of the Principals, no Person has infringed, misappropriated or violated, or is incorporated into currently infringing, misappropriating or otherwise violating, any of the proprietary Software Intellectual Property rights included in the Transferred Purchased Assets. (c) Seller and Principals have not received from any Person any written notification of alleged infringement, misappropriation or other violation of any Intellectual Property and that is critical Rights of any Person arising from the Seller’s development or use of any Purchased Assets or any Intellectual Property rights included in the Purchased Assets. (d) Seller’s development or use, prior to the operation Closing Date, of such Software is commercially available any Purchased Assets or of any Intellectual Property rights included in the Purchased Assets did not constitute infringement, misappropriation or other violation of any valid and enforceable Intellectual Property rights of any Person or unfair competition or trade practices under the laws of any jurisdiction. (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for e) The Purchased Assets (i) an aggregate amount during have not been the one-year period immediately following subject of any prior Action; (ii) are not the Closing subject of any pending Action; (iii) are not the subject of any claim for which Seller or any Principal has received written notification; and (iii) are not the subject of any threatened claim of which Seller or any Principal has Knowledge. (f) To the extent that shall not exceed any Purchased Asset is subject to any third party rights or restrictions: (i) Seller has a written agreement with such third party or parties with respect thereto, pursuant to which Seller has obtained the amount reflected for right to use such third-party code in the Unaudited Financial Statements Purchased Asset by more than $200,000valid assignment, license or otherwise and (ii) an aggregate amount during the twelve (12) months period following transfers, assignments and conveyance of the initial one-year period immediately following Closing that shall Purchased Assets from Seller to Buyer hereunder will not exceed violate or cause any adverse consequences under any such third Party agreements. Seller has not transferred ownership of, or granted any license of or right to use, or authorized the amount reflected for such third-party code in retention of any rights to use, any of the Unaudited Financial Statements by more than $200,000; provided that Purchased Assets to any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationPerson. (kg) The possession, use and operation of the Purchased Assets by Buyer immediately after Closing do not and Sellers agree will not: (i) infringe or misappropriate the Intellectual Property rights of any Person, (ii) violate the rights of any Person (including rights to privacy or publicity), or (iii) constitute unfair competition or trade practices under the laws of any jurisdiction, and there is no basis for any such claims. Seller has not received notice from any Person claiming that the representations pre-closing Purchased Assets infringe or misappropriate the Intellectual Property rights of any Person or constitute unfair competition or trade practices under the laws of any jurisdiction (h) Seller has taken reasonable steps to protect Seller’s rights, under Florida’s Trade Secrets Act (Fla. Stat. §§ 688.001 et seq.) (“FTSA”), Ohio’s Trade Secrets Act (Ohio Revised Code §§ 1333.61 et seq.) (“OTSA”), the common law of the State of New York, or other applicable laws, as the case may be, in any confidential information and warranties trade secrets of Seller included in, associated with, or related to the Purchased Assets, and is not aware of any violation of the foregoing laws or other similar applicable laws by any third party arising from any misappropriation, acquisition, or disclosure of such confidential information or trade secrets through improper or illicit means. No employee or other Person who has been involved in this Section 4.09 shall be the sole and exclusive representations and warranties creation, invention or development of Sellers any of the Purchased Assets for or on behalf of Seller owns or has any rights in any of such Purchased Assets, nor has any such employee or other Person made any assertions with respect to Intellectual Property matters in this Agreementany alleged ownership or rights, nor to the Knowledge of Seller threatened any such assertion.

Intellectual Property. (a) Except as set forth on Schedule 4.09(a3.3(a) sets and Schedule 3.3(d), the Adhera License Agreement is in full force and effect. Except as set forth on Schedule 3.3(a), the Company possesses legally enforceable rights pursuant to a true valid and complete list enforceable written license, sublicense, agreement, or permission to use the Licensed Intellectual Property. Except as set forth on Schedule 3.3(a), the Company is the valid licensee of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Licensed Intellectual Property, free and clear of any and all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting Assuming the use by a Seller execution and delivery of the Owned Intellectual PropertyTermination Agreement and Biodexa License Agreement contemplated hereby, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither neither the execution, delivery delivery, or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements hereunder, will result in the material loss or impairment of or payment of any additional amounts other than as provided for in the Adhera License Agreement, with respect to, or require the consent of any other Person in respect of, the right to own or use any Licensed Intellectual Property. Other than the Adhera License Agreement, there are no other royalty or licensing agreements relating to the Company or, to the Company’s Knowledge, any other party with respect to the Licensed Intellectual Property or other arrangements or amounts owed to any parties with respect or relating thereto, whether conditioned on the achievement of milestones, passage of time or otherwise. Except as set forth on Schedule 3.3(a), no amounts are owed under the Adhera License Agreement other than as provided therein. The Termination Agreement and the assignment of the Owned License Rights to Buyer, pursuant to the terms and conditions set forth herein, do not conflict with or violate the Adhera License Agreement and comply in all respects with the Adhera License Agreement. (b) The Company has taken commercially reasonable steps to protect and preserve the confidentiality of all confidential Licensed Intellectual Property. (jc) All third-To the Company’s Knowledge, the Company has complied with and is presently in compliance in all material respects, with all foreign, federal, state, local, governmental, administrative, or regulatory Laws applicable to any Licensed Intellectual Property, and the Company shall take all steps necessary to ensure such compliance until Closing. (d) Except as disclosed on Schedule 3.3(d), there are no licenses, settlement agreements, covenants not to sue or other agreements in which the Company or any Company predecessor has granted any rights or interest in or to, or permitted use of, any material Licensed Intellectual Property by any third party code that is incorporated into or Affiliate. To the proprietary Software included Company’s Knowledge, other than the Adhera License Agreement, there are no licenses, settlement agreements, covenants not to sue or other agreements in which Melior or any predecessor of Melior has granted any rights or interest in or to, or permitted use of, any material Licensed Intellectual Property by any third party or Affiliate. (e) The Company has not made a previous assignment, transfer, or agreement in conflict herewith or constituting a present or future assignment of or encumbrance of the Transferred Adhera License Agreement or any of the Licensed Intellectual Property and that is critical has not granted any license or sublicense of any material rights under or with respect to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that Adhera License Agreement or any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationLicensed Intellectual Property. (kf) Buyer By executing and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in performing its obligations under this Agreement, the Company is not in violation of any agreement between the Company and any third party relating to any of the Licensed Intellectual Property. (g) Except as set forth on Schedule 3.3(a), the Company is not in breach of or default under, and neither has provided nor received any notice of any intention to terminate, the Adhera License Agreement, and to the Company’s Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under the Adhera License Agreement or result in a termination or cancelation thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.

Intellectual Property. (a) Schedule 4.09(a1.1(a)(i) sets and (ii) collectively set forth a true and complete list of all Patents and Trademarks primarily related to the MedLaunch Implant Program and owned by Seller, specifying as applicable: (i) Registered Intellectual Property included in the Owned Intellectual Propertytitle thereof, indicating for each item if any; (ii) the registration or application numbernumber thereof, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, if any; and (iii) all maintenance fees and filings that the jurisdiction in which such item exists or is registered. There are required no agreements to be made which Seller is a party pursuant to maintain such Registered Intellectual Property have been timely made (taking into account which Seller permits any applicable grace periods)other Person to use any Purchased IP. (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses areThere are no claims pending or, to Sellers’ Knowledgethe Knowledge of Seller, validthreatened in writing by or against Seller or before any Governmental Authority, binding and enforceable between challenging the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions validity of such Intellectual Property Licensesany Purchased IP. (c) To Sellers’ Knowledge, the conduct The consummation of the Business as currently conducted does transactions contemplated hereby will not infringealter or impair any of Seller’s right, misappropriate, dilute title or otherwise violateinterest in or to all Purchased TP, and Seller is not a licensor or licensee in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights respect of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property Purchased IP, does not pay any royalty to or Transferred Technologyreceive any royalty from any Person with respect thereto, and no Seller has made not granted any rights to or asserted received any claim, demand or notice against rights from any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual PropertyPerson with respect thereto. (d) Sellers represent that they areTo Seller’s Knowledge, each as applicablePerson who is or was an employee, officer or contractor of Seller or its Affiliates who contributed in any material respect to the registrant creation or development of record the Purchased IP has signed an agreement containing obligations of each domain name as set forth confidentiality and an assignment to Seller or its Affiliates of all Intellectual Property Rights in Schedule 4.09(d) (collectively, such individual’s or entity’s contribution to the “Domain Names”)Purchased IP. (e) Sellers To Seller’s Knowledge, Seller has paid all filing fees, issue fees, annuities and other fees and charges applicable to the Purchased IP, including those required for the issuance, registration, maintenance, filing and prosecution of the Purchased IP, except as would not have taken commercially reasonable measures a Material Adverse Effect. No Purchased IP is the subject of any pending, or to protect Seller’s Knowledge threatened, interference, opposition, cancellation, protest, litigation or other challenge or Action, except as set forth on Section 2.6(e) of the confidentiality Seller Disclosure Schedule. To Seller’s Knowledge, Seller and its patent counsel have satisfied statutory requirements with respect to the filing, prosecution, and maintenance of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets registered Purchased IP, except as would not reasonably be expected to have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such PersonMaterial Adverse Effect. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who no Governmental Authority has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to rights in the Business a written, present and, valid assignment of such Intellectual Property to a SellerPurchased IP. (g) To Sellers’ Seller’s Knowledge, in no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating, or otherwise violating, any claim of an issued (granted) and unexpired Patent within the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the BusinessPurchased IP. (h) With To Seller’s Knowledge, no Action has been instituted or is pending against Seller or has been threatened in writing that challenges the right of Seller with respect to any material Software included within its use or ownership of the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative worksPurchased IP. (i) Neither the execution, delivery delivery, or performance of this Agreement, Agreement nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into transactions or agreements contemplated by this Agreement will, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. with or without notice or the proprietary Software included in lapse of time, result in, or give any other Person the Transferred Intellectual Property and that is critical right to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)cause, and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000a loss of, and or Lien on, any Purchased IP; (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements release, disclosure, or delivery of any Purchased IP by more than $200,000; provided that or to any increases in license fees resulting from a volume increase, additional licenses escrow agent or other change Person; or (iii) the grant, assignment, or transfer to any other Person of any license or other material right or interest under, to, or in any of the operation of Business post Closing shall not be breaches of this representationPurchased IP. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true The Assigned Intellectual Property, the Licensed Intellectual Property and complete list the Intellectual Property licensed to the Sellers and/or their Affiliates under the Inbound License Agreements and the Patent Cross Licenses include all the material Intellectual Property that, as of all (i) Registered the date hereof, is used in connection with the conduct and operation of the Business, except with respect to any Intellectual Property included in Overhead and Shared Services. (b) A list of all the Owned Assigned Intellectual Property registered in the name of the Sellers is set forth in Section 4.5(b) of the Sellers Disclosure Schedule (such listed Intellectual Property, indicating for each item the registration or application number“Business Registered IP”). To the Knowledge of the Sellers, the registration Business Registered IP is subsisting and in full force and effect. The foregoing will not be construed as a warranty that any Patent or Trademark will issue or be registered based on any application date, and pending as of the applicable filing jurisdiction and Closing. (iic) Owned The Assigned Intellectual Property that is not registered but that is material subject to the operation of the Businessany Liens other than Seller Encumbrances and licenses entered into prior to Closing. The Sellers exclusively own all, all right, title and interest in all Owned Intellectual Property, free and clear to each such item of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Assigned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name Except as set forth in Section 4.5(d) of the Sellers Disclosure Schedule, to the Knowledge of the Sellers, no Seller has received any written assertions during the two (2) years prior to the date hereof that (i) any Seller’s operations of the Business, including such Seller’s use, performance, licensing, copying, distribution, sale, offer for sale, lease, manufacture, having made, importation, or any other exploitation of the Products sold by the Business or of the CDMA Services rendered by the Business infringes, misappropriates or violates any Intellectual Property right of any Third Party; or (ii) the use or exploitation of any of the Assigned Intellectual Property infringes or violates any Intellectual Property of or was misappropriated from a Third Party. (e) To the Knowledge of the Sellers, as of the date hereof, there has been no assertion or claim made in writing to Sellers during the two (2) years prior to the date hereof asserting invalidity, misuse or unenforceability of any Assigned Intellectual Property or challenging the Sellers’ right to use, right to transfer, or ownership of the Assigned Intellectual Property. (f) Section 4.5(f)(i) of the Sellers Disclosure Schedule 4.09(dsets forth a list of Patent Cross Licenses, indicating for each Patent Cross License, the title and the parties thereto, except to the extent a Patent Cross License prohibits disclosure of its existence without consent of the relevant Third Party, which consent the Sellers were unable to reasonably obtain, in which case such Patent Cross License has been omitted from Section 4.5(f)(i) of the Sellers Disclosure Schedule. Section 4.5(f)(ii) of the Sellers Disclosure Schedule sets forth a list of all material Contracts granting to the Sellers or any of their Affiliates any license under or to any Intellectual Property owned by a Third Party that is, as of the date hereof, incorporated in or used in connection with the design, development, testing, manufacturing, sale, distribution, support or servicing of any products and services within the Business (collectively, the “Domain NamesInbound License Agreements”). (e, indicating for each Inbound License Agreement, the title and the parties thereto, except to the extent an Inbound License Agreement prohibits disclosure of its existence without consent of the relevant Third Party, which consent the Sellers were unable to reasonably obtain, in which case such agreement has been omitted from Section 4.5(f)(ii) of the Sellers Disclosure Schedule, but the number of such Inbound License Agreements that have taken commercially been omitted is set out in Section 4.5(f)(ii) of the Sellers Disclosure Schedule and the Sellers shall use reasonable measures efforts to protect provide such other information as reasonably requested by the confidentiality Purchaser regarding such Inbound License Agreements, the disclosure of which does not breach such prohibition. Section 4.5(f)(iii) of the Sellers Disclosure Schedule sets forth a list of all Trade Secrets included material Contracts (other than Patent Cross Licenses) under which the Sellers grant a license to a Third Party under Assigned Patents where the predominant purpose of the Contract is the grant of a Patent license (collectively, the “Outbound License Agreements”), indicating for each Outbound License Agreement the title and the parties thereto, except to the extent an Outbound License Agreement prohibits disclosure of its existence without consent of the relevant Third Party, which consent the Sellers were unable to reasonably obtain, in which case such agreement has been omitted from Section 4.5(f)(iii) of the Owned Intellectual Property and no material Trade Secrets Sellers Disclosure Schedule, but the number of such Outbound License Agreements that have been disclosed omitted is set out in Section 4.5(f)(iii) of the Sellers Disclosure Schedule and the Sellers shall use reasonable efforts to provide such other information as reasonably requested by Sellers to any Person except pursuant to written non-the Purchaser regarding such Outbound License Agreements, the disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has which does not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Sellerprohibition. (g) To the Knowledge of the Sellers’ Knowledge, in Section 4.5(g) of the past three (3) years, there has been no material unauthorized access to or material unauthorized use Sellers Disclosure Schedule sets forth a list of any confidential Open Source Software incorporated into any of the Products and, whenever possible, describes (i) the specific Open Source Software used; (ii) the specific Open Source Software version; (iii) the licensor(s) of the specific Open Source Software; and (iv) the Products or proprietary information or data that portions thereof into which such Open Source Software is both in Sellers’ possession or control and material to the Businessincorporated. (h) With respect Notwithstanding any provision herein to any material Software included within the Transferred Intellectual Propertycontrary, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation Section 4.5 consists of the transactions contemplated by the Ancillary Agreements will result sole representation and warranty in the material loss or impairment this Agreement regarding non-infringement, non-violation and non-misappropriation of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) Section 3.13 of the Seller Disclosure Letter sets forth a true and complete list of all (i) Registered Intellectual Property registered and material unregistered Marks, issued Patents and registered Copyrights included in the Owned Transferred Intellectual Property, indicating including any pending applications to register any of the foregoing, identifying for each item the registration whether it is owned by or application number, the registration exclusively or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material non-exclusively licensed to the operation Seller. (b) No registered Xxxx identified on Section 3.13 of the BusinessSeller Disclosure Letter has been during the last three years or is now involved in any opposition or cancellation proceeding and, to the Knowledge of the Seller, no such proceeding is or during the last three years has been threatened with respect to any of such Marks. Sellers No Patent identified on Section 3.13 of the Seller Disclosure Letter has been or is now involved in any interference, reissue or reexamination proceeding and, to the Knowledge of the Seller, no such proceeding is or has been threatened with respect thereto any of such Patents. (c) The Seller exclusively own all, right, title and interest in all Owned Intellectual Propertyowns, free and clear of any and all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller all Transferred Intellectual Property identified on Section 3.13 of the Owned Seller Disclosure Letter and all other Transferred Intellectual Property, except for Transferred Intellectual Property that is licensed to the Seller by a third-party licensor pursuant to a written license agreement that remains in effect. The Seller has not received any notice or materially restricting claim challenging its ownership of any of the licensing thereof Transferred Intellectual Property owned (in whole or in part) by the Seller, nor to the Knowledge of the Seller is there a reasonable basis for any claim that it does not so own any of such Transferred Intellectual Property. (d) The Seller has taken all reasonable steps in accordance with standard industry practices to protect its rights in the Transferred Intellectual Property and has taken all reasonable steps to maintain the confidentiality of all information that constitutes or constituted a Trade Secret included therein. No present or former employee, officer or director of the Seller, or agent, outside contractor or consultant of the Seller, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Person. With respect to Transferred Intellectual Property. (e) All registered Marks, issued Patents and registered Copyrights identified on Section 3.13 of the Seller Disclosure Letter (“Seller Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (iIP”) all such Registered Intellectual Property is are valid and subsisting and, to Sellers’ Knowledgethe Knowledge of the Seller, valid and enforceable, and the Seller has not received any notice or claim challenging the validity or enforceability of any Seller Registered IP or alleging any misuse of such Seller Registered IP. The Seller has not taken any action or failed to take any action and, to the Knowledge of the Seller, there are no facts or circumstances, that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any of the Seller Registered IP (ii) a Seller is including the owner failure to pay any filing, examination, issuance, post registration and maintenance fees, annuities and the like and fraud or the failure to disclose any known material prior art or other material facts in connection with the prosecution of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periodspatent applications). (bf) Schedule 4.09(b) sets forthThe development, manufacture, sale, distribution or at other commercial exploitation of products, and the Closing will set forthprovision of any services, a true by or on behalf of the Business or the Seller in connection with the Business, and complete list all of all the other activities or operations of the Business or the Seller in connection with the Business, have not infringed upon, misappropriated, violated, diluted or constituted the unauthorized use of, any Intellectual Property Licensesof any third-party, and the Seller has not received any notice or claim asserting or suggesting that any such infringement, misappropriation, violation, dilution or unauthorized use is or may be occurring or has or may have occurred, nor to the Knowledge of the Seller, is there a reasonable basis therefor. Except as set forth on Schedule 4.09(b)Section 3.13 of the Seller Disclosure Letter, Sellers have provided Buyer with true and complete copies of all such no Transferred Intellectual Property Licensesis subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use or licensing thereof by the Seller or the Business. All such To the Knowledge of the Seller, no third-party is misappropriating, infringing, diluting or violating any Transferred Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the a material terms and conditions of such Intellectual Property Licensesrespect. (cg) To Sellers’ KnowledgeThe Seller has not transferred ownership of, or granted any exclusive license with respect to, any Transferred Intellectual Property. Upon the consummation of the Closing, the Buyer shall succeed to all of the Seller’s rights and interest in or under all Transferred Intellectual Property and all other Intellectual Property used or held for use by the Seller in connection with the conduct of the Business that is necessary for the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violateconducted, and in all of the past three (3) years has not infringed, misappropriated or otherwise violated, any Seller’s rights under all Transferred Intellectual Property rights and all such other Intellectual Property shall be exercisable by the Buyer in all material respects to the same extent as by the Seller prior to the Closing. Except as listed on Section 3.13 of the Seller Disclosure Letter, no loss or expiration of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property or any other Intellectual Property used or held for use by the Seller in connection with the conduct of the Business is threatened, pending or reasonably foreseeable. (h) The Excluded Intellectual Property set forth on Section 2.2(c) of the Seller Disclosure Letter (the “Licensed Excluded IP”) constitutes the sole Excluded Intellectual Property that is or may be necessary to the conduct of the Business as currently conducted. The Seller exclusively owns, free and clear of any Encumbrances, the Licensed Excluded IP, and has the full and unrestricted right and authority to grant the licenses set forth in Section 5.22 hereunder. The Seller has not granted any license, covenant, option or other right to any third-party under any of the Licensed Excluded IP, nor is the use or exploitation of any Licensed Excluded IP (either by the Seller or any licensee of the Seller) restricted by the terms of any settlement agreement or other Contract. Neither (i) the Licensed Excluded IP, (ii) the license grant by the Seller to the Buyer of the Licensed Excluded IP as set forth in Section 5.22 hereunder, nor (iii) the use, development, sale or other exploitation of the Licensed Excluded IP in the conduct of the Business as currently conducted conducted, conflicts with, infringes, misappropriates, dilutes violates or otherwise violatesconstitutes unauthorized use of or will conflict with, or in the past three (3) years has infringedinfringe, misappropriated misappropriate, violate or otherwise violated, constitute unauthorized use of any Intellectual Property Rights or other proprietary right of any Third Party. No Proceedings are pending third-party. (i) The Seller (i) takes reasonable measures, directly or indirectly, to ensure the confidentiality, privacy and no written notices have been received by Sellers security of customer, employee and other confidential information in connection with the Business and (ii) complies and has during the past three (3) years (or earliercomplied in all material respects with applicable data protection, if presently not resolved)privacy and similar Laws, directives and codes of practice in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers jurisdiction relating to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation data processed by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (hj) With respect to any The IT Assets owned, used or held for use by the Seller and included in the Purchased Assets operate and perform in all material Software included within respects in accordance with their documentation and functional specifications and otherwise as required by the Transferred Intellectual PropertySeller in connection with the Business. To the Knowledge of the Seller, to Sellers’ Knowledge (i) such Software is IT Assets are free from any material bugs, viruses software defects and do not contain any material “back door,” “time bomb,” “Trojan horse,” “worm,” “virus” or other malicious codesoftware routine or hardware component that causes the software or any portion thereof to be erased, (ii) inoperable or otherwise incapable of being used, either automatically, with the Source Code for such Software passage of time or upon command by any Person. The Seller has not been disclosed to any Third Party, implemented commercially reasonable backup and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative worksdisaster recovery technology. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual PropertyBullion owns, free and clear of all Encumbrances security interests, or has the valid right to use all Intellectual Property used by it in its business as currently conducted and as proposed to be conducted. Except as disclosed in Schedule 4.1(bb) of the Bullion Disclosure Letter, no other Person (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgmentlicensors of software that is generally commercially available, injunction, order or decree or any contractual obligation materially restricting licensors of Intellectual Property under the use by a Seller agreements disclosed pursuant to paragraph (v) below and licensees of the Owned Intellectual PropertyProperty of Bullion disclosed pursuant to paragraph (iv) below) has any rights to any of the Intellectual Property owned or used by Bullion, and, to Bullion’s knowledge, no other Person is infringing, violating or materially restricting misappropriating any of the licensing thereof to Intellectual Property that Bullion owns. (ii) To Bullion’s knowledge: (x) none of the activities or business conducted by Bullion or its Subsidiaries constitutes a misappropriation of (or in the past constituted a misappropriation of) any Intellectual Property of any other Person; and (y) none of the activities or business conducted by Bullion or its Subsidiaries infringes or violates (or in the past infringed or violated) any Intellectual Property of any Person. With respect to To Bullion’s knowledge, none of the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required activities or business proposed to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forthconducted by Bullion or its Subsidiaries will infringe, violate, or at the Closing will set forth, constitute a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violatedmisappropriation of, any Intellectual Property rights of any Third Partyother Person. Sellers have not To Bullion’s knowledge, neither Bullion nor any of its Subsidiaries has received any complaint, claim or notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, violation or misappropriation of any Intellectual Property of any Person, and, to the knowledge of Bullion, there is no basis for any such complaint, claim or other violation by Sellers notice. (iii) Neither Bullion nor any of its Subsidiaries has received any written communication (excluding communications from national or regional patent offices) challenging the inventorship, validity, enforceability or ownership of any Intellectual Property, and to Bullion’s knowledge, there is no reasonable basis for such challenge. To Bullion’s knowledge, all Intellectual Property identified on Schedule 4.1(bb) of the Bullion Disclosure Letter is valid and enforceable. Schedule 4.1(bb) of the Bullion Disclosure Letter identifies Intellectual Property rights owned by Bullion that was developed using any federal or university funding, resources or staff, and identifies Intellectual Property owned by Bullion to which any government entity or university has any rights. (iv) Schedule 4.1(bb) of any Third Partythe Bullion Disclosure Letter identifies each patent, patent application, copyright registration, copyright application, trademark registration, and trademark application that is owned, free and clear of all security interests, by Bullion. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (34.1(bb) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred TechnologyBullion Disclosure Letter, each patent, patent application, copyright registration, copyright application, trademark registration, and no Seller trademark application identified on Schedule 4.1(bb) of the Bullion Disclosure Letter is owned exclusively by Bullion. Schedule 4.1(bb) of the Bullion Disclosure Letter identifies each patent, patent application, copyright registration, copyright application, trademark registration, and trademark application that is exclusively licensed to Bullion. Schedule 4.1(bb) of the Bullion Disclosure Letter identifies each patent, patent application, copyright registration, copyright application, trademark registration, and trademark application, other than those identified in Schedules 4.1(bb) of the Bullion Disclosure Letter and hereto, in which Bullion has made or asserted any claimrights, demand or notice against any person or entity alleging any along with a description of such infringement, misappropriation, dilution rights. Schedule 4.1(bb) of the Bullion Disclosure Letter identifies each license or other violation. There is no Proceeding pending oragreements pursuant to which Bullion has granted any option, license or other rights to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right third party with respect to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (dv) Sellers represent Schedule 4.1(bb) of the Bullion Disclosure Letter identifies each agreement with a third party pursuant to which Bullion obtains rights to Intellectual Property (other than software that they areis generally commercially available) that is owned by a party other than Bullion (“Third Party Agreements”). Bullion is in compliance, in all material respects, with all Third Party Agreements, each as applicableof which are valid and in full force and effect, and to Bullion’s knowledge, has not received any notice of breach or violation by Bullion of any terms of a Third Party Agreement, and to Bullion’s knowledge, there is no basis for any such notice. Bullion has met any milestone required to be met by Bullion in order for Bullion to maintain the registrant full benefit of record of each domain name its rights under any Third Party Agreement (with respect to those milestones with a deadline at or before the date hereof). Except as set forth in Schedule 4.09(d4.1(bb) (collectivelyof the Bullion Disclosure Letter, the “Domain Names”). (e) Sellers have taken other than license fees for software that is generally commercially reasonable measures available, Bullion is not obligated to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers pay any royalties or other compensation to any Person except pursuant to written non-disclosure agreements third party in respect of the ownership, use or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach license of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (jvi) All third-party code that is incorporated into the proprietary Software included Bullion has taken reasonable precautions (x) to protect its rights in the Transferred its Intellectual Property and that is critical (y) to maintain the operation confidentiality of such Software is commercially available (each a “Critical IP License” its trade secrets, know-how and collectively “Critical IP Licenses”)other confidential Intellectual Property, and following Closingthere have been no acts or omissions (other than those made based on reasonable, Buyer will good faith business decisions) by the officers, directors, shareholders and employees of Bullion the result of which would be able to procure a license materially compromise the rights of Bullion to apply for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that or enforce appropriate legal protection of any increases in license fees resulting from a volume increase, additional licenses or other change in the operation Intellectual Property of Business post Closing shall not be breaches of this representationBullion. (kvii) Buyer and Sellers agree that Except as set forth in Schedule 4.1(bb) of the representations and warranties included in this Section 4.09 shall be Bullion Disclosure Letter, all of the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters purported to be developed and owned by Bullion has been created by employees or independent contractors of Bullion who have executed agreements expressly assigning all right, title and interest in this Agreementsuch Intellectual Property to Bullion. Except as set forth in Schedule 4.1(bb) of the Bullion Disclosure Letter, no portion of the Intellectual Property was jointly developed with any third party. Except as set forth in Schedule 4.1(bb) of the Bullion Disclosure Letter, no Bullion employee or consultant is subject to or otherwise restricted by any employment, nondisclosure, assignment of inventions, non- solicitation of employees, or non-competition agreement between such employee or consultant and a third party. Each former and current Bullion employee, and each former and current Bullion consultant, has executed written confidential information and invention assignment agreements containing appropriate confidentiality provisions, and invention assignment provisions assigning to Bullion all related Intellectual Property developed by them in the course of their employment or consultant relationship with Bullion.

Intellectual Property. (a) Schedule 4.09(aAll Patents or other Intellectual Property Rights that are material Registered Intellectual Property owned by or registered in the name of Parent or any of its Subsidiaries are owned or exclusively licensed by Parent or one or more of its Subsidiaries free and clear of any Liens (excluding any non-exclusive licenses entered into in the ordinary course of business). To the Knowledge of Parent, all material Parent Intellectual Property Rights are, and following the transactions contemplated hereby shall be, valid and enforceable and freely exercisable, transferable, licensable and alienable without the consent of, or notice or payment of any kind to any Governmental Authority or third party. Neither Parent nor any of its Subsidiaries knows of any third party who claims to own or exclusively license any Parent Intellectual Property Rights. (b) sets forth To the Knowledge of Parent, neither Parent nor any of its Subsidiaries has, in the conduct of the business of Parent and its Subsidiaries as currently conducted infringed upon, violated or used without authorization or license, any material Intellectual Property Right owned by any third Person. To Parent’s Knowledge, Parent and its Subsidiaries have sufficient rights to all Intellectual Property Rights used in or necessary for the conduct of Parent’s and its Subsidiaries’ respective businesses as currently conducted and contemplated by Parent to be conducted. There is no pending or, to Parent’s Knowledge, threatened suit, arbitration or other adversarial proceeding before any court, government agency or arbitral tribunal, or in any jurisdiction, against Parent or any of its Subsidiaries, alleging that any activity, product or conduct of Parent’s or any of its Subsidiaries’ business infringes or will infringe upon, violate or constitute the unauthorized use of any Intellectual Property Right of any third Person, or challenging the ownership, validity, or enforceability of any Parent Intellectual Property Right. Neither Parent nor any of its Subsidiaries is party to any settlement, covenant not to xxx, consent, decree, stipulation, judgment, or order resulting from any suit, action or similar legal proceeding, or any other Contract, that (i) materially restricts Parent’s or any of its Subsidiaries’ rights to use, license or transfer any material Parent Intellectual Property Right, or (ii) compels or requires Parent or any of its Subsidiaries to license or transfer any material Parent Intellectual Property Right, except in the case of this clause (ii) as would not reasonably be expected to have, individually or in the aggregate, a true material and negative effect on Parent and its Subsidiaries, taken as a whole. Neither Parent nor any of its Subsidiaries knows of the infringement, misappropriation or violation of any Parent Intellectual Property Right. (c) As of the date hereof, there is no pending claim, suit, arbitration or other adversarial proceeding before any court, Governmental Authority or arbitral tribunal brought by Parent or any of its Subsidiaries against any third party with respect to any Parent Intellectual Property Right, which remain unresolved as of the date hereof. (d) Section 4.12(d) of the Parent Disclosure Letter contains a complete and accurate list of all Contracts currently in effect pursuant to which a third party has licensed to Parent or any of its Subsidiaries: (i) Registered exclusive rights to any Intellectual Property included in the Owned Intellectual PropertyRight, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned non-exclusive rights to any Intellectual Property that is not registered but Right that is material to the operation business of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear Parent or any of all Encumbrances (its Subsidiaries other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With Contracts with respect to the Registered Intellectual Property included commercially available Technology (those Contracts listed in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, or (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property “Parent In Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect Section 4.12(e) of the confidentiality Parent Disclosure Letter contains a complete and accurate list of all Trade Secrets included Contracts currently in effect pursuant to which Parent or any of its Subsidiaries has granted to a third Person or Affiliate: (i) any exclusive right or license to any Parent Intellectual Property Right, and (ii) any non-exclusive right or license to any material Parent Intellectual Property other than non-exclusive licenses granted in the Owned Intellectual Property ordinary course of business (those Contracts listed in (i) or (ii), “Parent Out Licenses,” and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentialitytogether with the Parent In Licenses, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Personthe “Parent IP Licenses”). (f) To Seller’s Knowledgethe Knowledge of Parent, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf neither Parent nor any of Sellers its Subsidiaries, nor any Owned Intellectual Property other party to a Parent IP License, is in material breach of any Parent IP License that is material to the Business business of Parent and its Subsidiaries, taken as a written, present and, valid assignment of such Intellectual Property to a Sellerwhole. (g) To Sellers’ KnowledgeExcept as would not reasonably be expected to have, individually or in the past three aggregate, a material and negative effect on Parent and its Subsidiaries, taken as a whole, neither Parent nor any of its Subsidiaries has distributed any software under an Open Source License in a manner that would require any software that is owned by Parent or any Affiliate to (3i) yearsbe disclosed or distributed in source code form, there has been (ii) be licensed for the purpose of making derivative works, (iii) be redistributed, hosted or otherwise made available at no or minimal charge, or (iv) be licensed, sold or otherwise made available on terms that (A) limit in any manner the ability to charge license fees or otherwise seek compensation in connection with the marketing, licensing or distribution of that software or (B) grant the right to decompile, disassemble, reverse engineer or otherwise derive the source code or underlying structure of that software. Parent and its Subsidiaries are in compliance in all material unauthorized access respects with all Open Source Licenses to or material unauthorized use which they are subject (other than inadvertent omission of any confidential applicable copyright notice, warranty obligation or proprietary information or data that is both in Sellers’ possession or control and material to the Businessattribution requirement). (h) With respect to any material Software included within Section 4.12(h) of the Transferred Intellectual PropertyParent Disclosure Letter contains a complete and correct list of each standards setting organization, to Sellers’ Knowledge (i) such Software is free from any material bugsuniversity or industry body, viruses consortium, or other malicious code, (ii) the Source Code for such Software has not been disclosed to multi-party special interest group in which Parent or any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge feesits Subsidiaries is currently participating, or grants in which Parent or any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result its Subsidiaries has participated in the material loss or impairment of past, including any of the Owned Intellectual Property. foregoing that may be organized, funded, sponsored, formed or operated, in whole or in part, by any Governmental Authority (j) All third-party code each, a “Parent SIG”). Neither Parent nor any of its Subsidiaries has made any submission to, nor is subject to any agreement with, any Parent SIG that is incorporated into the proprietary Software included in the Transferred would obligate Parent or any of its Subsidiaries to grant exclusive licenses to or otherwise materially impair or materially limit its control of any material Parent Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationRight. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a3.17(a)(1) sets forth contains a true and complete list of all (i) Registered each of the registrations, applications and other material Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property Rights included in the Owned Intellectual Property listed on Rights. Schedule 4.09(a), (i3.17(a)(2) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, contains a true and complete list of all the Licensed Intellectual Property LicensesRights reasonably necessary to conduct the Business as currently conducted. (b) The Licensed Intellectual Property Rights and the Owned Intellectual Property Rights together constitute all the Intellectual Property Rights reasonably necessary to conduct the Business as currently conducted. Except as set forth on Schedule 4.09(b3.17(b)(1), Sellers have provided Buyer with true and complete copies there exist no restrictions on the disclosure, use or transfer of all such the Owned Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third PartyRights. Except as set forth in on Schedule 4.09(c3.17(b)(2), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by this Agreement will not alter, impair or extinguish any Owned Intellectual Property Rights or Licensed Intellectual Property Rights. Notwithstanding any disclosure on Schedule 3.17(b)(1), Seller and the Ancillary Agreements will result Members shall still be liable with respect to any claim that a Customer may bring in connection with any rights such Customer may have in the material loss Owned Intellectual Property Rights, such claim to be treated for all purposes under this Agreement as an Excluded Liability. (c) None of Seller and any Affiliate of Seller has given to any Person an indemnity in connection with any Intellectual Property Right, other than indemnities that arise under a standard form sales contract used in the Business, a copy of which is attached in Schedule 3.17(c). (d) The Purchased Assets do not infringe, misappropriate or impairment otherwise violate any Intellectual Property Right of any third person. There is no claim, action, suit, investigation or proceeding pending against, or, to the Knowledge of Seller, threatened against, Seller or any present or former officer, director or employee of Seller (i) based upon, or challenging or seeking to deny or restrict, the rights of Seller or any Affiliate of Seller in any of the Owned Intellectual PropertyProperty Rights and, to the actual Knowledge of Seller, the Licensed Intellectual Property Rights, (ii) alleging that the Use of the Owned Intellectual Property Rights misappropriates, infringes or otherwise violates any Intellectual Property Right of any third party or (iii) alleging that Seller or any Affiliate of Seller infringed, misappropriated or otherwise violated any Intellectual Property Right of any third party. Except as set forth in Section 3.17(d), none of Seller and any Affiliate of Seller has received from any third party an offer to license any Intellectual Property Rights of such third party for use in the Business. (e) None of the Owned Intellectual Property Rights material to the operation of the Business has been adjudged invalid or unenforceable in whole or part, and, to the Knowledge of Seller, all such Owned Intellectual Property Rights are valid and enforceable. (f) Seller or an Affiliate of Seller holds all right, title and interest in and to all Owned Intellectual Property Rights listed on Schedule 3.17(a)(1) free and clear of any Lien. In each case where a patent or patent application, trademark registration or trademark application, service xxxx registration or service xxxx application, or copyright registration or copyright application included in the Owned Intellectual Property is held by assignment, the assignment has been duly recorded with the governmental authority from which the patent or registration issued or before which the application or application for registration is pending. Seller or an Affiliate of Seller has taken all commercially reasonable actions necessary to maintain and protect the Owned Intellectual Property Rights and their rights in the Licensed Intellectual Property Rights, including payment of applicable maintenance fees and filing of applicable statements of use. (g) To the Knowledge of Seller, no Person has infringed, misappropriated or otherwise violated any Owned Intellectual Property Right. Seller has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all confidential Intellectual Property Rights. Except as described in Schedule 3.17(g), none of the Intellectual Property Rights that are material to Seller or the Business and the value of which to the Business is contingent upon maintaining the confidentiality thereof, has been disclosed other than to employees, representatives and agents of Seller or an Affiliate of Seller all of whom are bound by written confidentiality agreements substantially in the form previously disclosed to Buyer. (h) Seller has taken reasonable steps in accordance with normal industry practice to preserve and maintain reasonably complete notes and records relating to the Owned Intellectual Property Rights. (i) As of the Closing Date and to the Knowledge of Seller, with respect to pending applications and applications for registration of the Owned Intellectual Property Rights that are material to Seller or the Business, Seller is not aware of any reason that could reasonably be expected to prevent any such application or application for registration from being granted. To the Knowledge of Seller, none of the trademarks, service marks, applications for trademarks and applications for service marks included in the Owned Intellectual Property Rights that are material to the Business has been the subject of an opposition or cancellation procedure. To the Knowledge of Seller, none of the patents and patent applications included in the Owned Intellectual Property Rights that are material to the Business has been the subject of an interference, protest, public use proceeding or third party reexamination request. (j) All third-party code that is incorporated into Products sold or provided by Seller or an Affiliate of Seller, or any licensee of Seller or an Affiliate of Seller, in connection with the proprietary Software Business and covered by a patent, trademark or copyright included in the Transferred Owned Intellectual Property and that is critical Rights have been marked with the notice (applicable as of the date hereof) of all nations requiring such notice in order to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationcollect damages. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSection 3.13(a) of the Seller Disclosure Letter sets forth a true complete and complete accurate list of all (i) Registered Intellectual Property included in the Owned Intellectual Propertyregistrations and applications constituting Transferred IP. Seller, indicating for each item the registration a Selling Subsidiary or application numbera Transferred Subsidiary, the registration or application dateas applicable, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertysolely owns, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller Encumbrances all of the Owned Transferred IP. Other than Seller, the Selling Subsidiaries and the Transferred Subsidiaries, no Affiliate of the Seller owns any Intellectual Property, or materially restricting the licensing thereof to any Person. With respect Property exclusively relating to the Registered Intellectual Property included Business. There is no Action pending or threatened in writing that challenges the Owned Intellectual Property listed on Schedule 4.09(a)validity, (i) all such Registered Intellectual Property is subsisting andenforceability, to Sellers’ Knowledgeregistration, valid and enforceable, (ii) a Seller is the owner ownership or use of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Transferred IP. (b) Schedule 4.09(b) sets forth, or at To the Closing will set forth, a true and complete list Knowledge of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ KnowledgeSeller, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not since June 30, 2015 infringed, misappropriated misappropriated, diluted or otherwise violated, any Intellectual Property rights of any Third PartyPerson. Sellers have not received Neither Seller nor any notice that Sellers’ use of the Selling Subsidiaries or the Transferred Intellectual Property Subsidiaries, is engaged in any outstanding dispute under which it is alleged that the conduct of the Business as currently conducted infringesinfringes the Intellectual Property of any Person. To the Knowledge of Seller, misappropriatesno Person is infringing, dilutes misappropriating, diluting or otherwise violatesviolating the Transferred IP in any material respect. All Transferred IP including, or in without limitation, the past three items on Section 3.13(a) of the Seller Disclosure Letter are subsisting and, to the Knowledge of Seller, valid and enforceable. (3c) years has infringedThe Transferred IP and the Intellectual Property licensed under the Assumed Contracts to Seller, misappropriated or otherwise violatedthe Selling Subsidiaries and the Transferred Subsidiaries, along with any Intellectual Property Rights provided to Purchaser pursuant to the Transition Services Agreement or any other Closing Agreement, comprises all Intellectual Property necessary or used to operate and conduct the Business immediately following the Closing, in all material respects, as conducted in the ordinary course of business in the twelve-month period ended June 30, 2018 except as set forth on Section 3.13(c) of the Seller Disclosure Letter. None of Seller, the Selling Subsidiaries, or the Transferred Subsidiaries or, to the Knowledge of Seller, any other party to a Contract relating to the Business pursuant to which Intellectual Property is either (i) licensed to Seller, a Selling Subsidiary or a Transferred Subsidiary, or (ii) licensed by Seller, a Selling Subsidiary or a Transferred Subsidiary, is in breach of such Contract, and none of Seller, the Selling Subsidiaries or the Transferred Subsidiaries has notified any Person, and no Person has notified in writing Seller, the Selling Subsidiaries or the Transferred Subsidiaries of any Third Partysuch breach. (d) Seller has taken, and has caused the Selling Subsidiaries and the Transferred Subsidiaries to take, measures consistent with good industry practice to protect the security, continuous operation and integrity of their material systems, networks and Software used in the Business. No Proceedings are pending and no Each item of Business IT is owned by, or validly used under a written notices have been received by Sellers during agreement with, Seller, the past three (3) years (or earlierSelling Subsidiaries and/or Transferred Subsidiaries. Each agreement relating to the Business IT is provided under a written Contract with the relevant Seller, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third PartySelling Subsidiary and/or Transferred Subsidiary. Except as set forth in Schedule 4.09(c)the Closing Agreements, to Sellers’ Knowledgethe Business IT is in good working order (ordinary wear and tear excepted) in all material respects, during has been, and currently is, adequate for the past three current business and operations of the Business. The Business IT: (3i) years has not suffered any material failure since June 30, 2015; and (or earlierii) is reasonably secure against intrusion in all material respects. None of Seller, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property Selling Subsidiaries or the Transferred TechnologySubsidiaries has since June 30, 2015 suffered any material security breaches or any unauthorized disclosures of data that have resulted in (i) a third-party obtaining access to any confidential information of Seller or any of the Selling Subsidiaries or the Transferred Subsidiaries or any of their respective customers or other third parties or (ii) an obligation to notify any Governmental Authority or any other Person, in each case, in connection with the Business. Seller has, and no Seller has made caused the Selling Subsidiaries and the Transferred Subsidiaries to have, implemented and maintained, consistent with good industry practice and its contractual obligations to third persons, (i) security and other measures to protect the Business IT from unauthorized access, use or asserted any claimmodification, demand or notice against any person or entity alleging any (ii) disaster recovery and back up procedures in relation to the Business IT and (iii) the carrying out of regular penetration testing on the Business IT and reasonable remediation of weaknesses detected by such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)testing. (e) Sellers have taken commercially reasonable measures Seller and each of the relevant Selling Subsidiaries has the right to protect grant the confidentiality various licenses of all Trade Secrets included Intellectual Property to Purchaser as contained in the Owned Intellectual Property IP License Agreement, Software License Agreement and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such PersonTrademark Transfer & License Agreement. (f) To Seller’s KnowledgeNeither Seller nor the Selling Subsidiaries or the Transferred Subsidiaries use, Sellers nor have obtained from each used any “open source” Software or any modification or derivative thereof: (i) in a manner that would grant or purport to grant to any Person any rights to or immunities under any of the Transferred IP, or (including current and former employees and independent contractorsii) who has created under any license requiring the disclosure, distribution or developed reverse-engineering of the source code to any of the Software in the products of the Business, to license or provide such source code to any Person for the purpose of making derivative works, or on behalf of Sellers to make available for redistribution to any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of Person such Intellectual Property to a Sellersource code at no or minimal charge. (g) To Sellers’ KnowledgeSeller has taken, in and has caused the past three (3) yearsSelling Subsidiaries and the Transferred Subsidiaries to take, there has been no material unauthorized access commercially reasonable measures to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control safeguard the Intellectual Property and material trade secrets owned by Seller, the Selling Subsidiaries and the Transferred Subsidiaries related to the Business. All Persons who have contributed, developed or conceived any Transferred IP have done so pursuant to a valid and enforceable agreement that protects the confidential information of the Business and assigns to Seller, the Selling Subsidiaries or the Transferred Subsidiaries, as applicable, exclusive ownership of the Person’s contribution, development or conception and none of Seller, nor any of the Selling Subsidiaries or the Transferred Subsidiaries, is engaged in any outstanding claims, and, to the Knowledge of Seller, there are no circumstances which exist that are likely to give rise to any claim, for any compensation or other payments such as royalties in relation to any Transferred IP that such Person has developed, created or invented. No employee, independent contractor or agent of Seller, the Selling Subsidiaries or the Transferred Subsidiaries has misappropriated any material trade secrets of Seller, any of the Selling Subsidiaries or the Transferred Subsidiaries in the course of his or her performance as an employee, independent contractor or agent, and no employee, independent contractor or agent of Seller, the Selling Subsidiaries or the Transferred Subsidiaries is in material default or material breach of any material term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or contract to the extent relating to the protection, ownership, development, use or transfer of Intellectual Property of Seller, the Selling Subsidiaries, or the Transferred Subsidiaries, in each case, in connection with the Business. None of Seller, the Selling Subsidiaries or the Transferred Subsidiaries (i) has disclosed any of the material trade secrets or material confidential information included in the Intellectual Property of Seller, the Selling Subsidiaries or the Transferred Subsidiaries related to the Business to any third-party other than pursuant to a written confidentiality agreement, nor (ii) has disclosed, delivered, licensed or otherwise made available, nor has a duty or obligation (whether present, contingent or otherwise) to disclose, deliver, license or otherwise make available, any source code for any proprietary Software of the Business to any Person. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the The execution, delivery or performance of this Agreement, nor Agreement and the consummation of the transactions contemplated by the Ancillary Agreements herein will not contravene, conflict with or result in any limitation on Purchaser’s right, title or interest in or to the material loss Transferred IP. (i) None of Seller, the Selling Subsidiaries or impairment of the Transferred Subsidiaries has received any written complaint or claim for compensation from any third-party, regarding (i) Seller’s, any of the Owned Intellectual PropertySelling Subsidiaries’ or the Transferred Subsidiaries’ failure or alleged failure to comply with any Data Security Requirements, or (ii) Seller’s, the Selling Subsidiaries’ or the Transferred Subsidiaries’ collection, use or disclosure of personally identifiable information and/or Personal Data, in each case, in connection with the Business. (j) All third-party code that is incorporated into Seller, the proprietary Software included in Selling Subsidiaries and the Transferred Intellectual Property Subsidiaries are, and that is critical since June 30, 2015 have been, in material compliance with all Data Security Requirements pertaining to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)processing, collection, storage, use, disclosure, and following Closingtransfer of personally identifiable information and/or Personal Data. None of Seller, Buyer will be able to procure the Selling Subsidiaries or the Transferred Subsidiaries uses any Personal Data it receives through any websites or otherwise in connection with the Business in a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing manner that shall not exceed the amount reflected for such third-party code violates any Data Protection Legislation in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationmaterial respect. (k) Buyer and Sellers agree Since June 30, 2015, no Data Protection Authority has: (i) alleged in writing that Seller, the representations and warranties included Selling Subsidiaries or the Transferred Subsidiaries, has failed to comply with Data Protection Legislation, in this Section 4.09 shall be connection with the sole and exclusive representations and warranties Business; or (ii) threatened in writing to conduct an investigation into or take enforcement action against Seller, the Selling Subsidiaries, or the Transferred Subsidiaries, in connection with the Business. (l) Since June 30, 2015, none of Sellers Seller, the Selling Subsidiaries, or the Transferred Subsidiaries, in connection with respect the Business, has suffered a personal data breach that required notification to Intellectual Property matters in this Agreementa Data Protection Authority.

Intellectual Property. (a) Schedule 4.09(a) VII sets forth a true and complete list of all the following Intellectual Property constituting Collateral such Grantor owns, licenses or otherwise has the right to use: (i) Registered Intellectual Property included in the Owned that is registered or subject to applications for registration, (ii) Internet domain names and (iii) Intellectual PropertyProperty and material Computer Software, indicating separately identifying that owned and licensed to such Grantor and including for each of the foregoing items (A) the owner, (B) the title, (C) the jurisdiction in which such item the has been registered or otherwise arises or in which an application for registration or application numberhas been filed, (D) as applicable, the registration or application date, number and the applicable filing jurisdiction registration or application date and (iiE) Owned any licenses and sublicenses held by any Grantor as licensee pertaining to Intellectual Property that is not registered but that is material to of any other Person or other rights (including franchises) granted by the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With Grantor with respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)thereto. (b) Schedule 4.09(b) sets forth, or at On the Closing will set forthDate, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b)constituting Collateral owned by such Grantor is valid, Sellers have provided Buyer with true in full force and complete copies of all such effect, subsisting, unexpired and enforceable, and no Intellectual Property Licensesconstituting Collateral has been abandoned. All such No breach or default of any material license or sublicense held by any Grantor as licensee pertaining to Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between of any other Person or other right (including franchises) constituting Collateral shall be caused by any of the applicable Seller and the other parties theretofollowing, and Seller andnone of the following shall limit or impair the ownership, to Sellers’ Knowledgeuse, such other parties are in compliance with the material terms and conditions validity or enforceability of, or any rights of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violatedGrantor in, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge constituting Collateral: (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss any Credit Document or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during any holding, decision, judgment or order rendered by any Governmental Body. There are no pending (or, to the twelve (12Knowledge of such Grantor, threatened) months period following actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the initial one-year period immediately following Closing that shall ownership, use, validity, enforceability of, or such Grantor’s rights in, any Intellectual Property constituting Collateral of such Grantor. To such Grantor’s Knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property constituting Collateral of such Grantor. Such Grantor, and to such Grantor’s Knowledge each other party thereto, is not exceed the amount reflected for such third-party code in the Unaudited Financial Statements material breach or default of any material license or sublicense held by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect Grantor as licensee pertaining to Intellectual Property matters in this Agreementof any other Person or other right (including franchises) constituting Collateral.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property Schedule 3.1(m) contains a complete and accurate list of (A) all of the Patents included in within the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction Qsymia Patent Rights and (iiB) Owned Intellectual Property that is not registered but that is material to the operation all of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property LicensesQsymia Trademarks. Except as set forth on Schedule 4.09(b3.1(m), Sellers have provided Buyer with true and complete copies Seller is the registered owner of all of the Qsymia Patent Rights. Schedule 3.1(m) specifies as to each listed patent or patent application (A) the jurisdictions by or in which each such Intellectual Property Licenses. All such Intellectual Property Licenses areQsymia Patent Right has issued as a patent or a patent application has been filed, to Sellers’ Knowledge, valid, binding and enforceable between including the applicable Seller and the other parties theretorespective patent or application numbers, and Seller and(B) any other Person owning or having an interest in such Qsymia Patent Right, to Sellers’ Knowledge, such other parties are in compliance with including the material terms and conditions nature of such Intellectual Property Licensesinterest. (cii) To Sellers’ KnowledgeThe Qsymia Patents Rights are the only Patents that are owned or controlled by Seller, or under which Seller is empowered to grant licenses, the conduct subject matter of which is necessary in the development, manufacture, use, marketing, promotion, sale or distribution of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three Product. (3iii) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c3.1(m), Seller has not received written notice of, and is not a party to, any pending, and to Sellers’ Knowledgethe Knowledge of Seller there are no threatened, during the past three (3) years (litigations, interferences, reexaminations, oppositions or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated like procedures involving any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual PropertyQsymia Patent Rights. (div) Sellers represent All of the issued Patents within the Qsymia Patent Rights are in full force and effect and have not lapsed, expired or otherwise terminated. Seller has not received any written notice relating to the lapse, expiration or other termination of any of the issued patents within the Qsymia Patent Rights, or alleging that, and Seller has not received any written legal opinion that they arealleges that, each as applicable, an issued patent within any of the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)Qsymia Patent Rights is invalid or unenforceable. (ev) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to Seller has not received any Person except pursuant to written non-disclosure agreements or other obligations of confidentialitynotice that there is any, and, to Sellers’ Knowledgethe Knowledge of Seller, there has is no, Person who is or claims to be an inventor under any of the Qsymia Patent Rights who is not been a breach of any such agreement or obligation by any such Personnamed inventor thereof. (fvi) Seller has not and, to the Knowledge of Seller, no counterparty to an Existing In-License has received any written notice of any claim by any Person challenging inventorship or ownership of, the rights of Seller in and to, or the patentability, validity or enforceability of, any of the Qsymia Patent Rights, or asserting that the development, manufacture, importation, sale, offer for sale or use of the Product infringes or will infringe such Person’s patents or other intellectual property rights. (vii) To the Knowledge of Seller, the discovery, development, manufacture, importation, sale, offer for sale or use of the Product, has not and will not, infringe, violate or misuse any patent or other intellectual property rights owned by any Third Person that is not licensed to the Seller under an Existing In-License Agreement. *** (viii) Seller owns the entire right, title, and interest in, to and under the Qsymia Trademarks, including all goodwill pertaining thereto, the right to conduct business under the Qsymia Trademarks, the right to license others under the Qsymia Trademarks, and all rights to xxx, counterclaim and collect damages and payments for claims of past, present and future infringements, unfair competition or misappropriations thereof, and all income, royalties, damages and payments now or hereafter due or payable with respect to the Qsymia Trademarks. (ix) The Qsymia Trademarks are not subject to any Encumbrance created by, through, or under Seller or any other Person, other than the Permitted Encumbrances. (x) Seller has not purported to transfer or assign any of the Qsymia Trademarks to any Person, and Seller has not executed any agreement, document or other instrument in conflict herewith. (xi) To Seller’s Knowledge, Sellers all Qsymia Trademarks that have obtained from each Person been registered with the PTO or other Governmental Authority are currently in compliance in all material respects with all Applicable Law (including current the timely post-registration filing of affidavits of use and former employees incontestability and independent contractors) who has created renewal applications or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a writtensimilar documents), present and, and are valid assignment of such Intellectual Property to a Sellerand enforceable. (gxii) To Sellers’ the Knowledge of Seller, no Qsymia Trademark has been or is now involved in any opposition, invalidation or cancellation Proceeding and, to Seller’s Knowledge, in no such action is threatened with respect to any of the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the BusinessQsymia Trademarks. (hxiii) With To the Knowledge of Seller, no Person has infringed or otherwise violated, or is infringing or otherwise violating, any of the Qsymia Patent Rights or the Qsymia Trademarks, except to the extent such violation or infringement does not or cannot, reasonably be expected to have a Material Adverse Effect. (xiv) Seller, and to Seller’s Knowledge the counterparty to each In-License, has paid all maintenance fees, annuities and like payments required as of the date hereof with respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual PropertyQsymia Patent Rights. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered All registered Intellectual Property included Rights and applications therefor owned or purported to be owned by Parent or any of its Subsidiaries are subsisting and unexpired, and, to the Knowledge of Parent, valid and, to the Knowledge of Parent, enforceable. Parent and its Subsidiaries have taken with respect to all such registered Intellectual Property Rights all actions reasonably necessary to maintain such registered Intellectual Property Rights, including payment of applicable application, filing, registration and maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information, except as would not, individually or in the Owned aggregate, reasonably be expected to result in a Parent Material Adverse Effect. No such registered Intellectual PropertyProperty Right is involved in any interference, indicating for each item the registration reissue, re-examination or application numberopposition proceeding, the registration nor in any litigation to which Parent or application dateany of its Subsidiaries is a party, and the applicable filing jurisdiction and (ii) Owned no other Person has notified Parent or its Subsidiaries that any such proceeding or litigation involving any such registered Intellectual Property that Right is not registered but that is threatened. (b) Parent and each of its Subsidiaries exclusively owns or controls all material Intellectual Property Rights owned or purported to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertybe owned by it, free and clear of any and all Encumbrances Liens (other than Permitted EncumbrancesLiens). Sellers are not bound by , including claims of current or former employees and contractors, and neither Parent nor any outstanding judgmentof its Subsidiaries has since the Applicable Date received any written claim from any other Person challenging the validity, injunctionenforceability, order use or decree or ownership of any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesRights. (c) To Sellers’ Knowledgethe Knowledge of Parent, (i) the conduct operation of the Business as currently conducted business of Parent and each of its Subsidiaries does not infringe, misappropriate, dilute misappropriate or otherwise violate, and in violate the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending other Person, and no written notices have been received by Sellers during (ii) since the past three (3) years (or earlierApplicable Date, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringedclaimed the same in writing (including by a “cease and desist” letter or invitation to take a patent license). To the Knowledge of Parent, misappropriatedno Person is infringing, diluted misappropriating or otherwise violated violating any Intellectual Property Rights owned or purported to be owned by Parent or any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual PropertySubsidiaries. (d) Sellers represent that they areParent and each of its Subsidiaries has taken all commercially reasonable actions and has implemented all commercially reasonable policies and procedures to protect (i) its material trade secrets and confidential information, each as applicable(ii) all Personal Data and all other personal, personally identifiable, sensitive or regulated information collected, stored, used, disclosed, transmitted, transferred, processed or disposed of by or on behalf of Parent or any of its Subsidiaries and (iii) the registrant integrity, continuous operation and security of record of each domain name as set forth the IT Assets used in Schedule 4.09(d) (collectively, the “Domain Names”)connection with its business. (e) Sellers have taken commercially reasonable measures Since the Applicable Date, Parent and each of its Subsidiaries has complied in all material respects with all applicable Laws and all applicable contractual obligations relating to protect the confidentiality collection, storage, use, transfer and any other processing of all Trade Secrets included Personal Data collected or used by Parent or any of its Subsidiaries. Parent and its Subsidiaries have implemented backup, security and disaster recovery technology and procedures consistent with standard practices for the industries in the Owned Intellectual Property which Parent and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from its Subsidiaries operate in each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, applicable jurisdiction in the past three (3) years, there which they do business. There has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third PartyPersonal Data, and (iii) such Software does not containno material breaches, derive from outages or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment violations of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included IT Assets used in the Transferred Intellectual Property and that business of Parent or any of its Subsidiaries. There is critical to the operation of such Software is commercially available no complaint to, or any audit, proceeding, investigation (each a “Critical IP License” and collectively “Critical IP Licenses”)formal or informal) or claim currently pending against, and following Closing, Buyer will be able to procure a license for all such third-Parent or its Subsidiaries by any private party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that or any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers Governmental Entity with respect to Intellectual Property matters in this Agreementthe collection, use, retention, disclosure, transfer, storage or disposal of Personal Data.

Intellectual Property. (a) Schedule 4.09(a) 3.1.9 sets forth a true and complete list of all (i) Registered of the SELLER’s Intellectual Property. All Intellectual Property included in listed on Schedule 3.1.9, is valid, enforceable and subsisting. SELLER has the Owned exclusive right to file, prosecute and maintain all applications and registrations with respect to such Intellectual Property. Except as set forth in Schedule 3.1.9, indicating for each item none of the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material subject to the operation any Lien in favor of the Business. Sellers exclusively own all, any third party and SELLER owns all right, title and interest therein and no other Person has any right, title or interest in all Owned or to any of the Intellectual Property. Except as set forth in Schedule 3.1.9, free and clear none of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by SELLER’s rights in or to any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, Property shall be adversely affected by its execution or materially restricting delivery of this Agreement or by the licensing thereof performance of its obligations hereunder. No claims with respect to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking asserted or threatened by any Person against VHI. No use of any of the Intellectual Property by SELLER constitutes or has constituted an unauthorized use, infringement, misappropriation or other violation of the Intellectual Property of any other Person and no valid grounds exist for any claims against SELLER with respect to any Intellectual Property. Without limiting the generality of the foregoing, no Person ever employed or otherwise engaged by SELLER has asserted or, to SELLER’s knowledge, threatened any claim against SELLER relating to any Intellectual Property. To SELLER’s knowledge, there has not been, nor is there presently, any unauthorized use, infringement, misappropriation or violation of any of the Intellectual Property by any Person. Except as set forth in Schedule 3.1.9, SELLER has the full and exclusive right to possess, use, copy, distribute, display, transfer and license all of the Intellectual Property. Except as set forth in Schedule 3.1.9, SELLER has not entered into account any applicable grace periods). (b) Schedule 4.09(b) sets forthagreement to indemnify any other Person against any charge of infringement of any Intellectual Property. SELLER has not entered into any agreement granting any third party the right to bring infringement actions with respect to, or at otherwise to enforce rights with respect to, any of the Closing will set forthIntellectual Property. SELLER has paid all material fees, a true annuities and complete list of all other payments which have heretofore become due to any Governmental Authority with respect to the Intellectual Property Licensesand has taken all steps reasonable and necessary to prosecute and maintain the same. Except as set forth on Schedule 4.09(b)3.1.9, Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years SELLER has not infringed, misappropriated transferred its title in or otherwise violated, to any ACCESSIBLE Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third PartyProperty. Except as set forth in on Schedule 4.09(c)3.1.9, SELLER has not permitted any Person to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated utilize any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered None of the Accelerize Intellectual Property included is licensed to or by any Loan Party, other than Intellectual Property Collateral that is licensed between Loan Parties. Each Loan Party possesses or has the right to use all licenses, franchises, permits, registrations, patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service xxxx rights, copyrights and other forms of intellectual property material to the conduct of its business, each of which is in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application dategood standing in all material respects, and has the applicable filing jurisdiction and right to use such intellectual property without violation of any material rights of others with respect thereto; (ii) Owned All Accelerize Intellectual Property that is not registered but that fully transferable, alienable, licensable, usable and disclosable by the Loan Parties without restriction and without payment of any kind to any third party; (iii) The Borrower is material to the operation sole and exclusive owners of the Business. Sellers exclusively own all, right, title and interest in all Owned Accelerize Intellectual Property, free and clear of all any Encumbrances (other than save and except for Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered ; (iv) The Accelerize Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of includes all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, Collateral that is used in or necessary to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Accelerize Group Business as it currently is conducted by the Loan Parties, including the design, development, manufacture, use, marketing, distribution, licencing out and sale of Accelerize Property; (v) The operation of the Accelerize Group Business as it is currently conducted or is currently contemplated to be conducted by the Loan Parties, including the design, development, use, import, branding, advertising, promotion, marketing, manufacture, sale, and licencing out of any Accelerize Product does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, violate any Intellectual Property intellectual property rights of any Third PartyPerson, violate any right of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under any Applicable Laws. Sellers The Loan Parties have not received notice from any notice Person claiming that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes such operation or otherwise violatesany act, or in the past three (3) years has infringed, misappropriated any Accelerize Product infringes or otherwise violated, misappropriates any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property intellectual property rights of any Third PartyPerson or constitutes unfair competition or a violation of any Applicable Laws. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any None of the Owned Accelerize Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to adjudged invalid or material unauthorized use of any confidential unenforceable in whole or proprietary information or data that is both in Sellers’ possession or control and material to the Businesspart. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Section 3.11(a) of the Seller Disclosure Schedule 4.09(a) sets forth a true and complete list of all the material (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, patents and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceablepatent applications, (ii) a Seller is the owner of recordtrademark registrations and applications, and (iii) all maintenance fees domain names and filings (iv) copyright registrations and applications that are required to be made to maintain owned by a Seller (with co-owned patents and patent applications denoted as such Registered Intellectual Property on such schedule). To the Knowledge of the Sellers, all such material issued patents and trademark and copyright registrations are subsisting and have not expired, lapsed or been timely made (taking into account any applicable grace periods)abandoned or cancelled. (b) Schedule 4.09(b) sets forthTo the Knowledge of the Sellers, the Sellers own or at have a right to use the Closing will set forth, a true and complete list of all Intellectual Property Licensesused in the conduct of their business as currently conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 4.09(b)To the Knowledge of the Sellers, none of the Sellers have provided Buyer with true and complete copies of all such is infringing or misappropriating any Intellectual Property Licenses. All of any other Person, except for such infringements and misappropriations as would not, individually or in the aggregate, have a Material Adverse Effect, and there are no material Actions currently pending or, to the Knowledge of the Sellers, currently threatened against the Sellers with respect to Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, of any such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesPerson. (c) To Sellers’ Knowledge, the conduct Knowledge of the Business as currently conducted does not infringeSellers, misappropriate, dilute no Person is infringing or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, misappropriating any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of owned by or exclusively licensed to the Sellers, except for such infringements and misappropriations as would not, individually or in the aggregate, have a Material Adverse Effect, and there are no material Actions currently pending or threatened by the Sellers against any Third Party. Except as set forth in Schedule 4.09(c), Person with respect to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property owned by or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, exclusively licensed to the Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) There are no material judicial consents, judgments or orders, or litigation settlements, with respect to Intellectual Property issued against the Sellers represent or, to the Knowledge of the Sellers, that they are, each as applicable, are otherwise binding on any Intellectual Property owned by or exclusively licensed to the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)Sellers. (e) To the Knowledge of the Sellers, the Sellers have taken commercially reasonable measures to protect maintain the confidentiality of all Trade Secrets included trade secrets of the business of the Sellers that the Sellers intend to maintain as confidential, except as would not, individually or in the Owned Intellectual Property and no material Trade Secrets aggregate, have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such PersonMaterial Adverse Effect. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true Sellers own or possess the right to use all of the Seller IP and complete list of all (i) Registered Intellectual Property included in Seller IPR. Sellers have the Owned Intellectual Property, indicating for each item the registration right to convey by sale or application number, the registration or application date, by license any such Seller IP and the applicable filing jurisdiction and (ii) Owned Intellectual Property Seller IPR that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)so conveyed. (b) Schedule 4.09(b) sets forth, Sellers have not granted any license to any Person to use any of the Seller IP or at Seller IPR other than in the Closing will set forth, a true and complete list ordinary course of all Intellectual Property Licensesbusiness. Except as set forth on Schedule 4.09(b)3.10, Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are(i) no Action is pending or, to Sellers’ ' Knowledge, validthreatened, binding and enforceable between against Sellers or any of their Affiliates where any of the applicable Seller and IP or Seller IPR is the other parties thereto, and basis for the Action; (ii) no Seller has received written notice that a Person has claimed and, to Sellers’ ' Knowledge no Person has alleged, any rights to the Seller IP or Seller IPR; (iii) to Sellers' Knowledge, such the conduct by Sellers of the Business, any process, method, part, design, material or other parties are in compliance with Seller IP or Seller IPR it employs, and the material terms marketing and conditions use by Sellers of such Intellectual Property LicensesBusiness and Seller IP or Seller IPR, in each case, does not infringe any IP or IPR of any other Person; (iv) Sellers are not obligated to pay any recurring royalties to any Person with respect to the use of any Seller IP or Seller IPR; and (v) to Sellers' Knowledge, no other Person has interfered with, infringed upon, or misappropriated, any Seller IP or Seller IPR. (c) To Sellers’ KnowledgeUpon the applicable Staged Closing Date, the conduct Sellers will, subject to any third party rights therein, deliver to Buyers complete and correct copies of the Business as currently conducted does not infringesource code, misappropriate, dilute or otherwise violate, object code and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending user and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property technical documentation for all computer software included in the Owned Intellectual PropertySeller IP and Seller IPR. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a6.16(a) sets forth (i) a true true, correct and complete list and a brief description of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free including a complete identification of each patent and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order patent application and each registration or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid application for registration thereof; and enforceable, (ii) a true, correct and complete list and a brief description of all Licensed Intellectual Property, other than any software that is generally available on standard terms for less than US$1,000 per copy, seat, CPU or named user. The rights of the Company Representor or Seller is Representor in or to such Owned Intellectual Property and Licensed Intellectual Property do not conflict with or infringe on the owner rights of recordany other Person, and (iii) all maintenance fees and filings that are required none of any of the Company Representor or Seller Representor has received any claim or written notice from any Person to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)effect. (b) Schedule 4.09(b) sets forthThe Company Representors have delivered to Purchaser true, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true correct and complete copies of all such the registrations for Owned Intellectual Property Licenses. All such and agreements pursuant to which the Licensed Intellectual Property Licenses are, identified on Schedule 6.16(a)(ii) have been licensed or sublicensed to Sellers’ Knowledge, valid, binding and enforceable between the applicable Company Representor or Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesRepresentor. (c) To Sellers’ KnowledgeThe Company Representor or Seller Representor owns all Owned Intellectual Property free and clear of any Encumbrance, other than any non-exclusive licenses granted by the conduct of the Business as currently conducted does not infringe, misappropriate, dilute Company Representor or otherwise violate, and Seller Representor in the past three (3) years ordinary course of business. The Company Representor or Seller Representor has not infringedthe right, misappropriated or otherwise violatedpursuant to valid and enforceable licenses, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ to use of the Transferred Licensed Intellectual Property in the conduct manner in which the Licensed Intellectual Property is currently being used. No Actions have been made or asserted or are pending (and, to the Knowledge of the Business as currently conducted infringesCompany Representor, misappropriates, dilutes no Action has been threatened) against the Company Representor or otherwise violates, Seller Representor either (i) based upon or in challenging or seeking to deny or restrict the past three (3) years has infringed, misappropriated use by the Company Representor or otherwise violated, any Intellectual Property Rights Seller Representor of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made the Licensed Intellectual Property; or asserted any claim, demand or notice against any person or entity (ii) alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of that any Owned Intellectual PropertyProperty or Licensed Intellectual Property is being licensed, sublicensed or its right to use used in violation of patents, copyrights or trademarks or any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability other rights of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent Person. No Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures are confusingly similar to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned the Licensed Intellectual Property that is material exclusively licensed to the Business a written, present and, valid assignment of such Company Representor or Seller Representor or that infringe upon the Owned Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in or the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data Licensed Intellectual Property that is both in Sellers’ possession or control and material exclusively licensed to the Business. (h) With respect to any material Software included within Company Representor or Seller Representor or upon the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses rights of the Company Representor or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the Seller Representor. The consummation of the transactions contemplated by the Ancillary Agreements this Agreement will not result in the material loss termination or impairment of any of the Owned Intellectual Property or Licensed Intellectual Property or any of the rights of the Company Representor or Seller Representor in any of the Owned Intellectual Property or Licensed Intellectual Property. (jd) All third-party code that is incorporated into the proprietary Software included in the Transferred The Owned Intellectual Property and the Licensed Intellectual Property described in Schedule 6.16(a) constitute all of the Intellectual Property used or held or intended to be used by the Company Representor or Seller Representor, and there are no other items of Intellectual Property that is critical are material to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses Company Representor or other change in the operation of Business post Closing shall not be breaches of this representationSeller Representor. (ke) Buyer To the Knowledge of the Company Representor, there is no reason that would prevent any pending applications to register trademarks, service marks or copyrights or any pending patent applications from being granted. (f) No product or service of the Company Representor or Seller Representor infringes or has infringed or otherwise violates or has violated the intellectual property rights of any other Person, and Sellers agree no Actions have been made or asserted or are pending (and, to the Knowledge of the Company Representor, no Action has been threatened) against the Company Representor or Seller Representor alleging that any product or service of the representations and warranties included in this Section 4.09 shall be Company Representor or Seller Representor infringes or violates the sole and exclusive representations and warranties intellectual property rights of Sellers with respect to Intellectual Property matters in this Agreementany other Person except as set forth on Schedule 6.16(f).

Intellectual Property. (a) Section 4.16(a) of the Sun Disclosure Schedule 4.09(a) sets forth a true true, correct and complete list of all (i) Registered Intellectual Property Patents; (ii) Mark registrations and pending applications for Mark registrations; and (iii) material unregistered Marks included in the Owned Intellectual PropertySun IP. (b) Except as has not been and would not reasonably be expected to have a Material Adverse Effect with respect to Sun, indicating for each item the registration (i) Sun, or application number, the registration or application date, and the applicable filing jurisdiction Sun Subsidiary, is the sole and (ii) Owned Intellectual Property that is not registered but that is material to the operation exclusive owner of the Business. Sellers exclusively own all, all right, title and interest in all and to the Owned Intellectual PropertySun IP, free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid ; and enforceable, (ii) a Seller the material Sun Licensed IP is the owner of record, and (iii) all maintenance fees and filings that are required validly licensed to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, Sun or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller Sun Subsidiary pursuant to written, valid agreements. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other parties thereto, and Seller and, transaction contemplated by this Agreement will result in the termination or invalidity of any agreements pursuant to Sellers’ Knowledge, such other parties are in compliance with which the material terms and conditions of such Intellectual Property LicensesSun Licensed IP is licensed to Sun or the applicable Sun Subsidiary. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does The Sun Offerings and Owned Sun IP do not infringe, misappropriate, dilute or otherwise violate, violate (and did not in the past three (3) years has not infringedinfringe, misappropriated misappropriate, dilute or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3violate) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third PartyPerson, except as has not been and would not reasonably be expected to have a Material Adverse Effect. No Proceedings Neither Sun, nor any Sun Subsidiary, has received any written notice of and there are no proceedings pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c)or, to Sellers’ Knowledgethe Knowledge of Sun, during the past three threatened that relate to (3i) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any alleged invalidity with respect to any of the Owned Sun IP; or (ii) any alleged infringement or misappropriation of any Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership Rights of any Owned Intellectual Property, third party by Sun or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual PropertySun Subsidiary. (d) Sellers represent that they are, each as applicable, Sun and the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers Sun Subsidiaries have taken commercially reasonable measures to protect the confidentiality of any Owned Sun IP that Sun or the applicable Sun Subsidiary considers to be a material trade secret. No prior or current employee or officer or any prior or current consultant or contractor of Sun or any Sun Subsidiary has asserted, or to the Knowledge of Sun has claimed, any ownership in any Owned Sun IP. (e) Section 4.16(e) of the Sun Disclosure Schedule lists all Trade Secrets included Contracts, licenses or other arrangements in effect as of the date of this Agreement under which Sun or a Sun Subsidiary has licensed, granted or conveyed to any third party any right, title or interest in or to any of Owned Sun IP (other than non-exclusive licenses granted to customers in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers ordinary course of business) to a competitor of Sun or any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such PersonSun Subsidiary. (f) To Seller’s KnowledgeExcept as set forth in Section 4.16(f), Sellers have obtained from each none of Sun nor any Sun Subsidiary is obligated to pay to any Person (including current and former employees and independent contractors) who has created any material royalties, fees, commissions or developed other amounts for the use by Sun or on behalf the Sun Subsidiaries of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a SellerRights. (g) No Sun Intellectual Property Right is subject to any Contract containing any covenant or other provision that limits or restricts in any material manner, taken as a whole, the ability of Sun (i) to make, use, import, sell, offer for sale or promote any Sun offerings anywhere in the world; or (ii) to use, exploit, assert or enforce any of the material Sun Intellectual Property Rights anywhere in the world. (h) To Sellers’ Knowledgethe Knowledge of Sun, no third party is challenging the right, title or interest of Sun or a Sun Subsidiary in, to or under, any Sun Intellectual Property Rights, or the validity, enforceability or claim construction of any Patent included in the Registered Sun Intellectual Property Rights. To the Knowledge of Sun, there is no undisclosed opposition, cancellation, proceeding, or objection involving a third party, pending with regard to any of the Registered Sun Intellectual Property Rights. Each of the officers, employees, contractors or consultants of Sun or the Sun Subsidiaries involved in the creation of their respective Intellectual Property Rights has executed and delivered to Sun or the applicable Sun Subsidiary an agreement regarding the protection of proprietary information. All current and former officers and employees of, and consultants and independent contractors to, Sun or the Sun Subsidiaries who have contributed to the creation or development of any material Sun Intellectual Property Rights has executed a valid and enforceable written agreement with the Sun or the applicable Sun Subsidiary that assigns to Sun or the applicable Sun Subsidiary all rights, title and interest in and to any and all such Intellectual Property Rights and, to the extent applicable, irrevocably waives such Person’s moral rights in such Intellectual Property Rights. (i) The registration of any Registered Sun Intellectual Property Right is subsisting and in full force and effect, and all necessary registration, maintenance and renewal fees currently due in connection with the same have been made and to the Knowledge of Sun all necessary documents, recordations and certificates in connection with the same have been filed with the relevant patent, copyright, trademark or other authorities in the United States or other jurisdictions, as the case may be, for the purposes of maintaining and renewing such right, except where the failure to take any such action (i) was deemed unnecessary in the ordinary course of business; or (ii) would not be material to Sun’s business. No registration or application for any such Registered Sun Intellectual Property Right is subject to any payments, maintenance fees, or taxes or filings or actions falling due, including without limitation the filing of an affidavit of use, renewal, response to an official action, or other action required to maintain, perfect, preserve, or renew such Registered Sun Intellectual Property Rights which has not been made. (j) Sun and the Sun Subsidiaries are in material compliance with the terms and conditions of all licenses for the Open Source Software. Except as set forth in Section 4.16(j) of the Sun Disclosure Schedule, Sun and the Sun Subsidiaries have not used Open Source Software in the Sun Offerings in a manner that requires, that other Software incorporated into, derived from or distributed with such Open Source Software be (1) disclosed or distributed in source code form, (2) be licensed for the purpose of making derivative works, or (3) be redistributable at no charge. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Sun Material Adverse Effect, each of Sun and the Sun Subsidiaries is in compliance, and has for the past three (3) years complied, with all applicable Sun Data Protection Requirements. To the Knowledge of Sun, the information technology assets and equipment of each of Sun and the Sun Subsidiaries (collectively, “Sun IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the businesses of each of Sun and the Sun Subsidiaries as currently conducted. Each of Sun and the Sun Subsidiaries has, for the past three (3) years, taken commercially reasonable steps designed to ensure that all Personal Data, Sun Business Data, and Sun IT Systems maintained by or on behalf of each of Sun and the Sun Subsidiaries are protected against loss and unauthorized access, use, modification or disclosure, and, to the Knowledge of Sun, there has have been no material unauthorized access to or material unauthorized use incidents regarding the same that would require notification of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Propertyindividuals, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge feeslaw enforcement, or grants any license Governmental Entity under any applicable Data Protection Law, or that would reasonably be expected to any Third Party to make derivative works. (i) Neither the executionhave, delivery individually or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of aggregate, a Sun Material Adverse Effect. In the past three (3) years, neither Sun nor any of the Owned Intellectual Property. (j) All third-party code Sun Subsidiaries, has received written communication from any Governmental Entity that alleges that Sun or any of the Sun Subsidiaries is incorporated into the proprietary Software included not in compliance with any Data Protection Laws, except as would not reasonably be expected to have, individually or in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each aggregate, a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationSun Material Adverse Effect. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true All trade names, inventions, discoveries, ideas, research, engineering, methods, practices, processes, systems, formulae, designs, drawings, products, projects, improvements, developments, know-how, and complete list of all (i) Registered Intellectual Property included trade secrets which are used in the Owned Intellectual Propertyconduct of CB's business, indicating for whether registered or unregistered (collectively the "Proprietary Rights") are owned by CB. To the knowledge of each item the registration Seller and CB, CB created or application numberdeveloped such Proprietary Rights and such Proprietary Rights are not subject to any restriction, the registration or application datelien, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own allencumbrance, right, title and or interest in all Owned Intellectual Property, free and clear others. All of all Encumbrances (other than Permitted Encumbrances). Sellers the foregoing Proprietary Rights that are not bound by in the public domain stand solely in the name of CB and not in the name of any outstanding judgmentshareholder, injunctiondirector, order officer, agent, partner or decree employee or anyone else known to any contractual obligation materially restricting the use by a Seller or CB and none of the Owned Intellectual Propertysame have any right, title, interest, restriction, lien or materially restricting encumbrance therein or thereon or thereto. To the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner knowledge of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable each Seller and the other parties theretoCB, CB's ownership and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property Proprietary Rights do not and will not infringe upon, conflict with or violate in the conduct of the Business as currently conducted infringesany material respect any patent, misappropriatescopyright, dilutes trade secret or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights other lawful proprietary right of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technologyparty, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There claim is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership the knowledge of any Owned Intellectual PropertySeller or CB, threatened to the effect that the operations of CB infringe upon or its right to use any Transferred Intellectual Property, or challenging conflict with the validity, registrability, or enforceability asserted rights of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of person under any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property Proprietary Rights, and that is critical to the operation knowledge of each Seller and CB there is no reasonable basis for any such Software claim (whether or not pending or threatened). No claim is commercially available (pending, or to the knowledge of each a “Critical IP License” Seller and collectively “Critical IP Licenses”)CB, and following Closing, Buyer will be able threatened to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided effect that any increases in license fees resulting from a volume increasesuch Proprietary Rights owned or licensed by CB, additional licenses or which CB otherwise has the right to use, is invalid or unenforceable by CB and there is no reasonable basis for any such claim (whether or not pending or threatened). CB has not granted or assigned to any other change in person or entity any right to manufacture, have manufactured, assemble or sell the operation products or proposed products or to provide the services or proposed services of Business post Closing shall not be breaches of this representationSeller. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list Cortext has not interfered with, infringed upon, misappropriated or otherwise come into conflict in any material respect with any rights of all (i) Registered Intellectual Property included in the Owned third parties with respect to Cortext Intellectual Property, indicating for each item the registration and Cortext has not received any charge, complaint, claim, demand or application numbernotice alleging any such interference, the registration infringement, misappropriation or application dateconflict, and the applicable filing jurisdiction and no such claim is impliedly threatened by an offer to license from a third party under a claim of use; (iib) Owned Intellectual Property that is not registered but that is material Subject to the operation of the Business. Sellers exclusively own allAssignment Agreement, Cortext owns all right, title and interest in and to all Owned of the Cortext Intellectual Property, free and clear of all Encumbrances Property (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Licensed Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses.; (c) To Sellers’ KnowledgeSubject to the Assignment Agreement, Cortext has the right to use all Intellectual Property necessary or required for the conduct of the Business its business as currently conducted does not infringeor contemplated by this Agreement or the Exhibits hereto or for use by VCI pursuant to the Software License Agreement; (d) There are no royalties, misappropriatehonoraria, dilute fees or otherwise violateother payments payable by Cortext to any Person by reason of the ownership, and use, license, sale or disposition of any Intellectual Property; (e) No activity, service or procedure currently conducted or contemplated by this Agreement or the Exhibits hereto violates any agreement governing the use of Licensed Intellectual Property; (f) Neither Planet nor any other third party participated in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights development of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Cortext Intellectual Property or Transferred TechnologyProperty; (g) Cortext has taken reasonable and practicable steps (including, without limitation, entering into confidentiality and nondisclosure agreements and proprietary rights agreements with all officers, directors and employees of, and no Seller consultants to, Cortext with access to or knowledge of the Cortext Intellectual Property) designed to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, all Cortext Intellectual Property; and (h) Cortext has made not sent to any third party or asserted otherwise communicated to another Person any charge, complaint, claim, demand or notice against asserting infringement or misappropriation of, or other conflict with, Cortext Intellectual Property by such other Person or any person or entity alleging acts of unfair competition by such other Person, nor, to the best knowledge of Cortext, is any such infringement, misappropriation, dilution conflict or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, act of unfair competition occurring or threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list All of all (i) Registered the Intellectual Property included in the Owned Intellectual PropertyAssets are wholly and exclusively owned by, indicating for each item the registration or application numberduly and validly licensed to, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, Seller free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are The Seller has not bound by transferred ownership of, granted any outstanding judgment, injunction, order exclusive license of or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Propertyexclusive right to use, or materially restricting the licensing thereof granted any exclusive rights in or to joint ownership of, any Intellectual Property Assets to any other Person. With respect No person other than the Seller possesses any current or contingent rights of any kind to the Registered Intellectual Property any source code included in the Owned Intellectual Property listed on Schedule 4.09(a)Assets, (i) all such Registered and the Seller has not granted any current or contingent rights of any kind to any source code that is part of any Intellectual Property is subsisting andAsset. All Intellectual Property Assets are fully transferable, alienable or licensable by the Seller without restriction and without payment of any kind to Sellers’ Knowledge, valid and enforceable, any Person (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are excluding payments required to be made to maintain such Registered record transfer with the United States Patent and Trademark Office or the Canadian Intellectual Property have been timely made (taking into account any applicable grace periodsOffice). (b) Schedule 4.09(bThere are no Contracts to which the either Seller Party is a party with respect to (i) sets forththe license of any third-party Intellectual Property by the Seller excluding commercially available off-the-shelf software, or at (ii) the Closing will set forth, a true and complete list license of all any Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, Asset to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licensesa third party. (c) To Sellers’ Knowledge, the The conduct of the Business as currently conducted Business, including the use and other exploitation of the Intellectual Property Assets, has not infringed, misappropriated, diluted or violated, and does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third PartyPerson. Sellers have The Seller has not received any written notice or claim asserting that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending orviolation has occurred and, to Sellers’ the Seller’s Knowledge, threatened, challenging no facts or circumstances exist that would provide a Seller’s ownership reasonable basis for any such claim. The Seller has not received any offer for a license of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included from any Person in connection with an allegation by such Person that the Owned Seller has infringed or misappropriated any of the Intellectual PropertyProperty of such Person. (d) Sellers represent The conduct of the Business, including the use and other exploitation of the Intellectual Property Assets, does not constitute unfair competition or trade practices under the Laws of any jurisdiction. The Seller has not received any written notice or claim asserting any such unfair competition or trade practices and, to the Seller’s Knowledge, no facts or circumstances exist that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”)would provide a reasonable basis for any such claim. (e) Sellers All current and former employees of the Seller who have taken commercially reasonable measures contributed to protect the confidentiality of all Trade Secrets included or created any portion of, or otherwise may have rights in the Owned or to, any Intellectual Property Assets meet all of the following requirements: (i) their work in any Intellectual Property Asset was created by them entirely within the scope of their employment by the Seller; (ii) their copyrightable work product in any Intellectual Property Asset is owned by the Seller as a work made for hire under applicable copyright law or has otherwise been validly assigned to the Seller under one of the Seller’s standard form(s) of employee invention assignment or similar; and no material Trade Secrets (iii) any inventions, improvements or discoveries of such employees that are included or implemented in any Intellectual Property Asset have been disclosed by Sellers validly assigned to the Seller; and (iv) any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there moral rights in any Intellectual Property Asset has not been a breach of any such agreement or obligation by any such Personwaived under an Employee Assignment Agreement. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including All current and former employees consultants, contractors and independent contractors) who has any other non-employee Persons engaged or retained by the Seller that have contributed to or created any portion of, or developed for otherwise may have rights in or to, any Intellectual Property Asset have executed and delivered, and are in compliance with, written agreements that validly and effectively assign to the Seller all Intellectual Property conceived, created, developed, written, invented, discovered or reduced to practice on behalf of Sellers any Owned Intellectual Property that is material to the Business a writtenSeller by such consultants, present andcontractors, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative worksPersons. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Parent and its Subsidiaries own, or have valid and enforceable licenses to use, all the Intellectual Property used by Parent and its Subsidiaries, and such Intellectual Property represents all intellectual property rights necessary for the conduct of their business as and where conducted on the date hereof. Parent and its Subsidiaries are in compliance in all material respects with all licenses relating to the protection of such of the Intellectual Property used by Parent and its Subsidiaries as it uses pursuant to license or other agreement. To the Knowledge of Parent, there are no conflicts with or infringements of any Intellectual Property used by Parent and its Subsidiaries by any third party. To the Knowledge of Parent, the conduct of the business of Parent and its Subsidiaries does not conflict with, violate, misappropriate, misuse or infringe any proprietary right of any third party. There is no claim, suit, action or proceeding pending or, to the Knowledge of Parent, threatened, against Parent or its Subsidiaries: (i) alleging any such conflict, violation, misappropriation, misuse or infringement with or of any third party’s proprietary rights; or (ii) challenging Parent’s or its Subsidiaries’ ownership or use of, or the validity or enforceability of, any Intellectual Property owned or used by Parent and its Subsidiaries. (b) Schedule 4.09(a4.14(b) sets forth a true complete and complete current list of all registrations, applications or filings pertaining to the Intellectual Property owned by Parent and its Subsidiaries (i“Parent Registered Intellectual Property”) as of the date hereof and the owner of record, date of application or issuance, and relevant jurisdiction as to each. Except as described on Schedule 4.14(b), all Parent Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertyowned by Parent and/or its Subsidiaries, free and clear of all Encumbrances (Liens other than Permitted Encumbrances)Liens. Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such All Parent Registered Intellectual Property is subsisting andvalid, to Sellers’ Knowledgesubsisting, valid and enforceable, (ii) a Seller is the owner of recordunexpired, and (iii) all renewal fees and other maintenance fees and filings that have fallen due on or prior to the Closing have been paid. Except as listed on Schedule 4.14(b), there are required to no actions that must be taken or payments that must be made by Parent or its Subsidiaries within one hundred eighty (180) days of the Closing that, if not taken or paid, will adversely affect the Intellectual Property owned or used by Parent and its Subsidiaries or the right of Parent or its Subsidiaries to maintain such use the same as and where used as of the date hereof. Except as listed on Schedule 4.14(b), no Parent Registered Intellectual Property have been timely made (taking into account is the subject of any applicable grace periods)proceeding before any governmental, registration or other authority in any jurisdiction, including any office action or other form of preliminary or final refusal of registration. The consummation of the transactions contemplated by this Agreement will not alter or impair in any material respect any Intellectual Property owned or used by Parent and its Subsidiaries. (bc) Schedule 4.09(b4.14(c) sets forth, or at the Closing will set forth, forth a true and complete list of all material license agreements pertaining to Intellectual Property Licensesowned or used by Parent and its Subsidiaries as of the date hereof, except for agreements pertaining to commercially available, off-the-shelf software. Except as set forth on Schedule 4.09(b4.14(c), Sellers have provided Buyer neither Parent nor any of its Subsidiaries is under any obligation to pay royalties or other payments in connection with true and complete copies of all such any agreement, nor restricted from assigning its rights respecting Intellectual Property Licensesowned or used by Parent and its Subsidiaries. All such Neither Parent nor any of its Subsidiaries will be, as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any agreement relating to the Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding owned or used by Parent and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, its Subsidiaries. Neither Parent nor its Subsidiaries is in material default of any such other parties are in compliance with the material terms and conditions of such Intellectual Property Licensesagreement. (cd) To Sellers’ KnowledgeExcept as set forth on Schedule 4.14(d), the conduct neither Parent nor any of the Business as currently conducted does not infringeits Subsidiaries has made any claim of a violation, misappropriateinfringement, dilute misuse or otherwise violatemisappropriation by any third party (including any employee or former employee of Parent or its Subsidiaries) of its rights to, and or in the past three (3) years has not infringed, misappropriated or otherwise violatedconnection with, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringesowned or used by Parent and its Subsidiaries, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Partywhich claim is pending. Except as set forth in on Schedule 4.09(c4.14(d), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated neither Parent nor any of the Owned its Subsidiaries has entered into any agreement to indemnify any other Person against any charge of infringement of any Intellectual Property owned or Transferred Technologyused by Parent and its Subsidiaries, other than indemnification provisions contained in employment policies and no Seller has made agreements, customer agreements, purchase orders or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included license agreements arising in the Owned Intellectual Propertyordinary course of business. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. Section 5.11 of the Disclosure Schedule sets forth a true, correct and complete list, with the application number, application date, registration/issue number, registration/issue date, title or xxxx, country or other jurisdiction and owner(s), as applicable, a complete and correct list of all the following registered Owned Intellectual Property as of the date of this Agreement: (a) Schedule 4.09(apatents; (b) sets forth a true trademarks and complete list applications therefor; (c) copyrights and applications therefor; and (d) domain names. Holdco or Enginetics owns and possesses, free and clear of all (i) Registered Intellectual Property included in the Owned Intellectual PropertyLiens, indicating for each item the registration or application numberother than Permitted Liens, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, all right, title and interest in all and to the Owned Intellectual PropertyProperty set forth in Section 5.11 of the Disclosure Schedule, free or has the right to use pursuant to a valid and clear enforceable license, all other Intellectual Property used or held for use in the operation of the business of Holdco or Enginetics as currently conducted. All Owned Intellectual Property are currently in compliance with all Encumbrances formal legal requirements relating to registration, continuance and maintenance of such Owned Intellectual Property (including payment of any filing, examination, maintenance, affidavit of use and other fees). Except pursuant to a Contract set forth in Section 5.11 of the Disclosure Schedule, neither Holdco nor Enginetics has, other than Permitted Encumbrances). Sellers are not bound by through shrink wrap or click wrap software licenses, licensed any outstanding judgmentIntellectual Property from any Person, injunction, order nor has Holdco or decree Enginetics granted any license or other right that permits or enables anyone other than Holdco or Enginetics to use any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c)Section 5.11 of the Disclosure Schedule, neither Holdco nor Enginetics has received any written notice of any claim and, to Sellers’ Holdco’s Knowledge, during the past three (3) years (there is no Threatened claim, against Holdco or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated Enginetics asserting that any of the Owned Intellectual Property infringes upon or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership otherwise conflicts with the Intellectual Property of any Owned Intellectual PropertyPerson, nor has Holdco or its right to use Enginetics within the last two years given any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers notice to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any asserting infringement by such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical . Notwithstanding anything to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”)contrary contained in this Agreement, and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be 5.11 are the sole and exclusive representations and warranties of Holdco and the Sellers with respect relating to Intellectual Property matters in this Agreementintellectual property matters.

Intellectual Property. (a) Schedule 4.09(a1.1(d) sets forth a true accurately lists each item of intellectual property owned by Seller that has been duly registered with, filed in or issued by, as the case may be, the United States Patent and complete list Trademark Office or such other government entities as are indicated on Schedule 1.1(d), and all other material items of intellectual property owned or used by Seller in connection with, or planned for use in connection with, the Business, including without limitation all (i) Registered Intellectual Property included trademarks, service marks, trade names, and trade dress, together with the goodwill of the Business; (ii) copyrights and all related and equivalent rights, including moral rights; (iii) rights in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application datedesigns, and the applicable filing jurisdiction like; (iv) trade secrets; (v) other intellectual property rights; (vi) technology, patents, patent applications, know-how, processes, computer software, designs, drawings, documentation, and other intellectual property, whether or not secret and whether or not reduced to writing; (vii) applications for, and applications to register, any of the foregoing; (viii) licenses to or under any of the foregoing; and (iiix) Owned Intellectual Property that is not registered but that is material rights or options to the operation obtain any of the Businessforegoing. Sellers exclusively own all, right, title and interest in all Owned Seller has not granted to any Person the right to use any Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Except as disclosed in Schedule 4.09(b) sets forth2.15(b), with regard to the Business, no claim or litigation has been asserted and Seller has not received notice of any threatened claims or litigation by any person contesting the right of Seller to use, or at the Closing will set forth, a true and complete list validity or enforceability of all the Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies or challenging or questioning the validity or effectiveness of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between any license or agreement pertaining thereto or asserting the applicable Seller and the other parties thereto, and Seller misuse thereof and, to Sellers’ Knowledgethe best knowledge of Seller, such other parties are in compliance with the material terms and conditions use of such Intellectual Property Licensesby Seller does not infringe on the rights of any person or violate any license or other agreement applicable thereto. (c) To Sellers’ KnowledgeExcept as disclosed in Schedule 2.15(c), with regard to the conduct Business, Seller has not asserted any claim or litigation concerning infringement of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violateIntellectual Property by third parties, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Seller knows of no infringement of Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Propertythird parties. (d) Sellers represent that they are, Schedule 2.15(d) sets forth each as applicable, material license or other agreement relating to the registrant Intellectual Property. All of record of each domain name as set forth the licenses and other agreements referred to in Schedule 4.09(d2.15(d) are in full force and effect; Seller is not in default thereunder, and to the best knowledge of Seller, no other party thereto is in default thereunder, and no event has occurred which (collectivelywhether with or without notice, lapse of time, or the “Domain Names”happening or occurrence of any other event) would constitute a default thereunder. Except as disclosed in Schedule 2.15(d). (e) Sellers have taken commercially reasonable measures to protect the confidentiality , continuation, and effectiveness of all Trade Secrets included such licenses and other agreements and the current terms thereof will in the Owned Intellectual Property and no material Trade Secrets have been disclosed way be affected by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result this Agreement, except as provided herein or in the material loss or impairment of any of the Owned Intellectual PropertyRelated Agreements. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list All of all (i) Registered the Fareston Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertysolely owned by Seller, free and clear of all Encumbrances any Encumbrances. The Fareston Intellectual Property is enforceable and valid and freely assignable, and none of the Fareston Intellectual Property has been or is the subject of (other than Permitted Encumbrances). Sellers are not bound by i) any outstanding pending (or, to Seller’s Knowledge, threatened) adverse claim, judgment, injunction, order or order, decree or any contractual obligation materially agreement restricting (A) its use in connection with the use Product within the USA or (B) assignment thereof by a Seller of the Owned Intellectual PropertySeller, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner any other pending (or, to Seller’s Knowledge, threatened) litigation or claim of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)infringement. (b) Schedule 4.09(b) sets forthOther than the “GTx” name, or at the Closing will set forthProduct Marks include all trademarks, a true service marks, logos, trade names and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties trade dress that are used in compliance connection with the material terms and conditions of such Intellectual Property LicensesProduct and/or any packaging or promotional materials for the Product. (c) Other than the Fareston Domain Names, there are no other domain name registrations owned by Seller or any of its Affiliates incorporating any of the Product Marks (or any variation thereof) or that are otherwise used or held for use in connection with the Business. To Sellers’ Seller’s Knowledge, no domain names comprised in whole or in part of any of the Product Marks (or any variation thereof) have been registered by a third party. (d) Neither Seller nor any of its Affiliates owns or holds any license to any patent application or patent relating to the manufacture, use, sale or administration of the Product or that otherwise relates to the Business. (e) To Seller’s Knowledge, neither the Product, nor the manufacture, use, sale, importation thereof, nor the conduct of the Business as currently conducted does not infringeBusiness, misappropriateinfringes, dilute misappropriates or otherwise violateviolates any patent, trademark, copyright, trade secret or other intellectual property or proprietary right of any Person. (f) Neither Seller nor any of its Affiliates has granted any license, option or other rights with respect to any of the Fareston Intellectual Property to any other Person. (g) Except for the GTx and in Orion Amended and Restated License and Supply Agreement and restrictions on certain former prospective purchasers of the past three (3) years has not infringedPurchased Assets under certain confidentiality agreements executed with such prospective purchasers of the Purchased Assets, misappropriated or otherwise violatedneither Seller nor any of its Affiliates, nor to Seller’s Knowledge, any Intellectual Property rights of other Person, is party to any Third Party. Sellers have not received any notice agreement that Sellers’ limits or restricts use of the Transferred Fareston Intellectual Property in the conduct or requires any payments for its use. (h) Neither Seller nor any of the Business as currently conducted infringesits Affiliates has at any time received notice of (and, misappropriatesto Seller’s Knowledge, dilutes or otherwise violates, or in the past three (3there is no) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated Party of any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Fareston Intellectual Property. [ * ] = Certain confidential information contained in this document, or its right marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to use any Transferred Intellectual PropertyRule 24b-2 of the Securities Exchange Act of 1934, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Propertyas amended. (di) Sellers represent that they areSeller and its Affiliates have paid in full all registration, each as applicableapplication, filing, recordation and maintenance fees related to the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, Fareston Intellectual Property due and payable prior to the “Domain Names”)Effective Date. (ej) Sellers Seller and its Affiliates have taken commercially reasonable measures to protect the confidentiality proprietary nature of each item of the Fareston Intellectual Property as well as the value of all Trade Secrets trade secrets and confidential information included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Purchased Assets consistent with Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers practices with respect to Intellectual Property matters in this Agreementother products of a similar value.

Intellectual Property. (a) Schedule 4.09(aSection 4.10(a) of the Company Disclosure Letter sets forth a true and complete list of all (i) material Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) material Licensed Intellectual Property or license agreements relating thereto (other than computer software that is readily commercially available for $10,000 or less). To the Company’s Knowledge, except as set forth in Section 4.10(a) of the Company Disclosure Letter, all Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own allvalid, right, title subsisting and interest in all Owned Intellectual Property, free enforceable and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the no Owned Intellectual Property listed on Schedule 4.09(ahas been abandoned or cancelled (excepting any expirations in the ordinary course), (i) all such Registered Intellectual Property or is subsisting andsubject to any outstanding order, to Sellersjudgment or decree restricting its use or adversely affecting the Company’s or its Subsidiaries’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)rights thereto. (b) Schedule 4.09(b) sets forth, The Company and its Subsidiaries own or at have the Closing will set forth, a true right to use all material Intellectual Property used in the business of the Company and complete list of its Subsidiaries. The Owned Intellectual Property and Licensed Intellectual Property constitute all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, necessary to Sellers’ Knowledge, valid, binding and enforceable between operate the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct business of the Business Company as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Partyconducted. Except as set forth in Schedule 4.09(c)Section 4.10(b) of the Company Disclosure Letter, to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person other than the Company has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Propertyinterest in, or its a right to use any Transferred Intellectual Propertyreceive a royalty or similar payment with respect to, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (jc) All third-party code Except as set forth in Section 4.10(c) of the Company Disclosure Letter, no suit, action, reissue, reexamination, public protest, interference, arbitration, mediation, opposition, cancellation or other proceeding is pending alleging that is incorporated into the proprietary Software included in the Transferred Company or any of its Subsidiaries has violated any Intellectual Property rights of any Person, and that is critical to the operation Company’s Knowledge, no claim has been threatened or asserted against the Company or any of such Software is commercially available (each its Subsidiaries alleging a “Critical IP License” violation of any Intellectual Property rights of any Person. To the Company’s Knowledge, the Company and collectively “Critical IP Licenses”)its Subsidiaries have not infringed, and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that misappropriated or otherwise violated any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationIntellectual Property rights. (kd) Buyer The Company and Sellers agree the Subsidiaries are in compliance with, and have conducted their business so as to comply with, all material terms of all agreements for Licensed Intellectual Property. (e) Except as set forth in Section 4.10(e) of the Company Disclosure Letter, the Company has no Knowledge that any Person is violating any Owned Intellectual Property. Except as set forth in Section 4.10(e) of the representations Company Disclosure Letter, no Suit is pending concerning the Owned Intellectual Property, and warranties included to the Company’s Knowledge no such Suit has been threatened or asserted within the last two years. (f) The Company and its Subsidiaries have taken all commercially reasonable measures to protect the secrecy, confidentiality and value of all Trade Secrets used in this Section 4.09 shall be their businesses. To the sole and exclusive representations and warranties Company’s Knowledge, none of Sellers with respect the Company Trade Secrets have been disclosed to Intellectual Property matters in this Agreementany Person unless such Person executed confidentiality agreements prohibiting the unauthorized use or disclosure of such Company Trade Secrets.

Intellectual Property. (a) Schedule 4.09(aSection 2.24(a) of the Disclosure Schedules sets forth a true and complete list of all registered or material Intellectual Property used in Seller’s conduct of the Business, separated by (i) Registered Intellectual Property included in the Owned Intellectual Propertythat is owned by Seller, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that licensed to Seller and used in the Business, including where the Intellectual Property is material incorporated into personal property, such as laboratory or clinical equipment, and used pursuant to a license, whether written or other (collectively, “License Agreement(s)”), setting forth the operation details of the Business. Sellers exclusively own allLicense. (b) Except as set forth in Section 2.24(b) of the Disclosure Schedules, right, title and interest Seller owns or has valid licenses to use (which licenses are set forth in Section 2.24(a) of the Disclosure Schedules or that need not be listed based on the exclusion set forth in Section 2.24(a)) all Owned material Intellectual Property used in the conduct of the Business (the “Business Intellectual Property”), free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgmentTo Seller’s Knowledge, injunction, order or decree or any contractual obligation materially restricting the use by a neither Xxxxxx’s nor Seller Parent’s conduct of the Owned Business infringes on the Intellectual Property, or materially restricting the licensing thereof to Property of any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) Except as set forth in Section 2.24(c) of the Disclosure Schedules, neither Seller nor Seller Parent pays or receives any sales-related (either on revenue or a per-unit basis) royalty to or from anyone with respect to any Business Intellectual Property, nor has the Business licensed or sublicensed anyone to use any Business Intellectual Property for use in a business that may reasonably be considered competitive to the Business. (d) The Business Intellectual Property constitutes, and the Purchased Assets (along with the rights granted under the License Agreement and rights to Intellectual Property incorporated into personal property excluded from the scheduling obligations of Section 2.24(a) of the Disclosure Schedules pursuant to Section 2.24(a)) include all of the Intellectual Property necessary or material to conduct the Business. To Sellers’ Seller’s Knowledge, the conduct none of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of is owned by any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct other Person without a valid and enforceable right of the Business to use and possess such Business Intellectual Property. None of the Business Intellectual Property is subject to any Encumbrance, other than Permitted Encumbrances. All Business Intellectual Property permits the Business to operate in accordance with applicable Laws. (e) Except as currently conducted infringesset forth in Section 2.24(e) of the Disclosure Schedules, misappropriatesall rights of the Business in and to the material Business Intellectual Property will be unaffected by the transactions contemplated by the Ancillary Agreements, dilutes or otherwise violatesand through the Purchased Assets, Buyer will have rights from and after the Closing in all material respects similar to the rights exercised by Seller with respect to the Business prior to Closing. (f) Except as set forth in Section 2.24(f) of the Disclosure Schedules, neither Seller nor Seller Parent has given nor received any written notice of any pending conflict with, or in infringement of the past three (3) years rights of others with respect to any Business Intellectual Property, and to the Knowledge of Seller, no Person has infringed, misappropriated or otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating, any Business Intellectual Property. (g) All trade secrets, confidential information or know-how owned by or purported to be owned by the Business and exclusively used in the Business have been maintained in confidence in accordance with protection procedures substantially similar to those customarily used by comparable companies in the same industry as the Business to protect rights of like importance. All of Seller’s or Seller Parent’s employees or consultants who have contributed to or participated in the conception or development of any material Business Intellectual Property Rights or material Intellectual Property exclusively used in the Business that are purported to be owned by the Business have executed and delivered to the Business an agreement assigning all proprietary rights to the Business and restricting such Person’s rights to use or disclose such proprietary information. (h) Seller has provided to Buyer copies of any Third Party. No Proceedings are pending and no written notices have been received all standard form agreements used by Sellers during the past Business in the last three (3) years (that contain assignments or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers licenses of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, otherwise relate to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Business Intellectual Property. (di) Sellers represent that they are, each as applicable, Section 2.24(i) of the registrant Disclosure Schedules lists all open source computer code contained or used in any product or service of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge describes (i) such Software is free from any material bugs, viruses or other malicious codethe applicable software name and version number, (ii) the Source Code for such Software has not been disclosed to any Third Partylicensor, and (iii) the license under which such Software does not containcode was obtained, derive from (iv) whether such code was modified by or link for the Business and (v) whether such code was distributed by or for the Business. No product or service of the Business is subject to any open Contract that would require Seller to divulge to any Person any source Software in a manner code owned or purported to be owned by the Business that requires the disclosure is part of any proprietary Source Code, limits the ability to charge fees, product or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation service of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual PropertyBusiness. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Except as disclosed or reflected in the Adamis SEC Reports, Axxxxx owns or possesses the right to use the Intellectual Property utilized in connection with the conduct of its business and intended business, all of which is owned by or licensed to Adamis (the “Adamis Patent and Proprietary Rights”), except where the failure to own or possess such rights would not have a Material Adverse Effect on Adamis. Such Axxxxx Patent and Proprietary Rights are sufficient in all material respects for the conduct of Axxxxx’ business and proposed business. Axxxxx has taken all reasonable measures to protect and maintain the confidentiality of the trade secrets included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, Adamis Patent and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)Proprietary Rights. (b) Schedule 4.09(b) sets forthSince January 1, 2021, except as described or at reflected in the Closing will Adamis SEC Reports or as set forthforth in the Adamis Disclosure Schedule, Axxxxx has not received any notice of any asserted rights with respect to any of Adamis Patent and Proprietary Rights which, if determined unfavorably with respect to the interests of Axxxxx, would have a true and complete list of all Intellectual Property LicensesMaterial Adverse Effect on Adamis. Except as set forth on Schedule 4.09(b)described or reflected in the SEC Reports, Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties theretoAxxxxx is not bound by, and Seller andno Adamis Patent and Proprietary Rights are subject to, any Contract containing any covenant or other provision that in any material respect limits or restricts the ability of Axxxxx to Sellers’ Knowledgeuse, such other parties are in compliance with the material terms exploit, assert, defend, or enforce any Adamis Patent and conditions of such Intellectual Property LicensesProprietary Rights. (c) To SellersAdamis’ Knowledge, the conduct of the Business as currently conducted does not infringeAxxxxx has never infringed (directly, misappropriatecontributorily, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violatesby inducement, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolvedotherwise), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated or made unlawful use of any of the Owned right to Intellectual Property of any other Person or Transferred Technologyengaged in unfair competition, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such which infringement, misappropriation, dilution violation or other violationuse (if the subject of any unfavorable decision, ruling or finding), individually or in the aggregate, would result in a Material Adverse Effect on Adamis. There No material infringement, misappropriation, or similar claim or Legal Proceeding is no Proceeding pending or, to SellersAdamis’ Knowledge, threatenedthreatened against Axxxxx or any other Person who is or may be entitled to be indemnified, challenging a Seller’s ownership defended, held harmless, or reimbursed by Axxxxx with respect to such claim or Legal Proceeding, which claim or Legal Proceeding (if the subject of any Owned Intellectual Propertyunfavorable decision, ruling or its right to use any Transferred Intellectual Propertyfinding), individually or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Propertyaggregate, would result in a Material Adverse Effect on Axxxxx. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to SellersTo Axxxxx’ Knowledge, there Axxxxx has not been a breach of engaged in patent or copyright misuse or any such agreement fraud or obligation inequitable conduct in connection with any Adamis Patent and Proprietary Rights, and no trademark or trade name owned, used, or applied for by Adamis conflicts or interferes in any material respect with any trademark or trade name owned, used, or applied for by any such other Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(aSection 4.14(a) of the Danube Disclosure Letter sets forth a true and complete list of all material Registered Danube IP, including the title, application or registration/issuance number, jurisdiction of application of registration, date of filing and date of registration or issuance (i) as applicable), and owner of record (and, if different, beneficial owner). Each item of material Registered Intellectual Property included in Danube IP is subsisting and, to the Owned Intellectual Propertyknowledge of Danube, indicating for each item of Registered Danube IP that is registered or issued is valid and enforceable. No Proceeding is pending or, to the knowledge of Danube, threatened, challenging the validity, enforceability, ownership, registration or application number, scope of any material Registered Danube IP (other than office actions in connection with the registration prosecution of applications for such material Registered Danube IP). Danube or application date, a Danube Subsidiary is the sole and the applicable filing jurisdiction and (ii) exclusive owner of all material Danube Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual PropertyIP, free and clear of all Encumbrances Liens (other than Danube Permitted EncumbrancesLiens). Sellers are The execution and delivery by Danube of this Agreement, the consummation of the Transactions, and compliance with the provisions hereof, will not bound by result in the loss, limitation, termination or impairment of any outstanding judgment, injunction, order or decree rights of Danube or any contractual obligation materially restricting the use by a Seller of the Owned Danube Subsidiary in any material Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, Neither Danube nor any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years Danube Subsidiary has infringed, misappropriated or otherwise violated, violated any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers Person during the past three (3) years (or earlierin any material respect. No Proceedings are pending or, if presently not resolved)to the knowledge of Danube, in each casethreatened, alleging that Danube or any infringementDanube Subsidiary has infringed, misappropriation misappropriated, diluted, or other violation by Sellers of otherwise violated the Intellectual Property rights of any Third Partyother Person in any material respect. Except as set forth in Schedule 4.09(c)In the past three (3) years, neither Danube nor any Danube Subsidiary has received written notice of any such claim, or a written invitation or request to Sellers’ Knowledgeobtain a license under any Intellectual Property of any other Person. To the knowledge of Danube, during the past three (3) years (or earlieryears, if presently not resolved) no Person has infringed, misappropriated, diluted diluted, or otherwise violated any Danube Owned IP in any material respect, or has breached any confidentiality obligations with respect to any material trade secret or other material confidential information of Danube or any Danube Subsidiary. (c) Danube and the Danube Subsidiaries have taken commercially reasonable steps to maintain the confidentiality of their material trade secrets and other material confidential information. Danube and the Danube Subsidiaries have not disclosed any material trade secrets or other material confidential information owned or held by them to any Person, other than to Persons who are subject to a contractual, legal, or ethical obligation to maintain the confidentiality thereof and, to the knowledge of Danube, no such obligation has been breached during the past three (3) years. All past and present Danube Service Providers who have participated in the development of material Intellectual Property purported to be owned by Danube or any of the Owned Intellectual Property Danube Subsidiaries have assigned to Danube or Transferred Technologya Danube Subsidiary all of such Person’s right, title and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any interest in and to such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right except to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability extent that ownership of any Registered such Intellectual Property included vests in the Owned Intellectual PropertyDanube or a Danube Subsidiary by operation of Law. (d) Sellers represent that they areThe Danube IT Systems (i) operate in all material respects in accordance with their documentation and functional specifications, each (ii) have not materially malfunctioned or failed in the past three (3) years, and (iii) are adequate and sufficient in all material respects for the operation of the respective businesses of Danube and the Danube Subsidiaries as applicable, currently conducted. Danube and the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers Danube Subsidiaries have taken commercially reasonable measures consistent with industry practice to protect the confidentiality integrity, continuous operation, and security of all Trade Secrets included Danube IT Systems and data used in connection with its business against unauthorized use, access, interruption, modification and corruption. To the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations knowledge of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ KnowledgeDanube, in the past three (3) years, there has been no material unauthorized access to Danube IT Systems owned or material controlled by Danube or a Danube Subsidiary that has resulted in any unauthorized use use, access, modification, misappropriation, deletion, corruption, loss or encryption of any confidential or proprietary material information or data that is both in Sellers’ possession stored therein or control processed thereby. Danube and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual PropertyDanube Subsidiaries have implemented commercially reasonable data backup, to Sellers’ Knowledge (i) such Software is free from any material bugsdata storage, viruses or other malicious codesystem redundancy, (ii) the Source Code for such Software has not been disclosed to any Third Partybusiness continuity, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property disaster avoidance and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers recovery procedures with respect to Intellectual Property matters Danube IT Systems, in this Agreementeach case consistent with industry practice and, to the knowledge of Danube, materially in compliance with all applicable contractual obligations.

Intellectual Property. (a) Schedule 4.09(a5.10(a) sets forth contains a true true, correct and complete list as of the date hereof (specifying the owner thereof, and, if applicable, the patent, registration or application number and issuance, registration or filing date) of all registered Copyrights, Patent Rights and Trademarks owned by either of the Companies, or by Seller or any of its Subsidiaries and used primarily in the conduct of the Business, as currently conducted. (b) Schedule 5.10(b) contains a true, correct and complete list as of the date hereof of all Software owned or licensed by either of the Companies, or to the extent primarily used in the Business, by Seller or any of its other Subsidiaries or is otherwise not readily commercially available. (c) Other than with respect to Intellectual Property owned by Seller or any of its Subsidiaries (other than the Companies) that will be utilized in connection with the provision of the services under the Transition Services Agreement, the Companies either: (i) Registered Intellectual Property included in own the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, entire right, title and interest in all Owned and to the material Intellectual Property, Property used in the conduct of the Business free and clear of all Encumbrances any Encumbrance (other than except for Permitted Encumbrances). Sellers are not bound by any outstanding judgment) including all right, injunction, order or decree or any contractual obligation materially restricting title and interest in and to the use by a Seller of the Owned Intellectual PropertyName, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) have a Seller is valid contractual right or license to use the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are same in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringeconducted. (d) All registrations for Copyrights, misappropriate, dilute or otherwise violatePatent Rights and Trademarks identified in Schedule 5.10(a) are valid and in force, and all applications to register any unregistered Copyrights, Patent Rights and Trademarks so identified and used in the past three conduct of the Business are pending and in good standing. The Companies have the right to bring actions for infringement or unauthorized use of the Copyrights, Patent Rights, Trademarks and Software owned by the Companies. (3e) years Except as set forth in Schedule 5.10(e), since January 1, 2016: (i) the conduct of the Business has not infringed, misappropriated or otherwise violatedviolated any third party’s Intellectual Property, (ii) no infringement, misappropriation or violation by Seller or its Subsidiaries of any Intellectual Property rights of any Third Party. Sellers have not received other Person has occurred or resulted in any notice that Sellers’ use way from their conduct of the Transferred Business, (iii) no written notice of a claim of any infringement, misappropriation or violation of any Intellectual Property of any other Person has been made or asserted to the Companies or the Seller or any of its Subsidiaries in respect of the conduct of the Business, and (iv) to the Knowledge of Seller, no other Person is infringing, misappropriating or otherwise violating any Intellectual Property owned by Seller or its Subsidiaries and used primarily in the conduct of the Business, which in the case of any of clauses (i) through (iv), would individually or in the aggregate reasonably be expected to be result in a material Liability to the Business. (f) No proceedings are pending or, to the Knowledge of Seller, threatened against the Companies, the Seller or their respective Subsidiaries which challenge the validity of any Copyright, Patent Right or Trademark identified in Schedule 5.10(a) or ownership of any other material Intellectual Property rights owned by the Companies, the Seller or their respective Affiliates and used in the conduct of the Business. (g) The Companies, and Seller and its Subsidiaries in connection with the Business, have taken commercially reasonable steps to maintain and protect their Trade Secrets that each own. (h) The Companies and Seller and its Subsidiaries have implemented commercially reasonable measures designed to maintain and protect the material source code for all Software (i) owned by any of the Companies or (ii) owned by Seller and its other Subsidiaries, which is used primarily in the conduct of the Business as currently conducted. None of the Companies, the Seller or their respective Affiliates have disclosed, delivered, licensed or otherwise made available any source code for any Software owned by any of them which is used in the conduct of the Business, as currently conducted, to any Person who was not, as of the date of disclosure or delivery, an employee or contractor of the Companies or otherwise under an obligation to preserve the confidentiality of such source code. (i) Seller and its Subsidiaries, in each case in connection with conduct with respect to the Business have implemented commercially reasonable measures designed to protect the internal and external security and integrity of all Company IT Systems, and the data stored or contained therein or transmitted thereby. Except as set forth in Schedule 5.10(i), there have been (i) since January 1, 2016, to the Knowledge of Seller, no material unauthorized intrusions or breaches of the security of the Company IT Systems or any Software owned or licensed by Seller or its Subsidiaries, which is used primarily in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) no material failures or interruptions in (A) the Source Code for such Company IT Systems or (B) any Software has owned or licensed by Seller or any of its Subsidiaries that is used primarily in the conduct of the Business, since January 1, 2016 that have not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software remedied in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the all material loss or impairment of any of the Owned Intellectual Propertyrespects. (j) All third-party code that is incorporated into To the proprietary Knowledge of Seller, in no case does the use, incorporation or distribution of Open Source Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for by (i) an aggregate amount during any of the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code Companies in connection with any Software owned or licensed by any of them which is used in the Unaudited Financial Statements by more than $200,000conduct of the Business, and as currently conducted or (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code Seller or its Subsidiaries in connection with any Software owned or licensed by any of them and used primarily in the Unaudited Financial Statements by more than $200,000; provided that conduct of the Business, give rise to any increases in obligation to disclose or distribute any source code, to license fees resulting from a volume increase, additional licenses any such Software or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreementfor the purpose of making derivative works or to distribute any such Software or Intellectual Property without charge.

Intellectual Property. (a) Except as set forth on Schedule 4.09(a5.5(a) sets forth a true and complete list to this Agreement, the Seller owns or has the right to use all of all (i) Registered its Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Propertyrights, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are The Seller is not bound by obligated to make any outstanding judgment, injunction, order or decree or payment to any contractual obligation materially restricting Person for the use by a Seller of any such Intellectual Property rights and has not developed jointly with any other Person any of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With foregoing with respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account which any applicable grace periods)other Person has any rights. (b) Schedule 4.09(b) sets forth, or at The Seller has taken reasonable steps to protect and maintain the Closing will set forth, a true confidentiality and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies secrecy of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, rights (other than as necessary to Sellers’ Knowledge, valid, binding obtain patent protection therefore) and enforceable between otherwise to maintain and protect the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licensesvalue thereof. (c) To Sellers’ the Seller’s Knowledge, none of the Seller’s Intellectual Property rights infringed or conflicted with or now infringes or conflicts with any Intellectual Property rights owned or used by any other Person. To the Seller’s Knowledge, the conduct Seller (i) is not currently infringing, misappropriating or making any unlawful use of the Business as currently conducted does not infringe, misappropriate, dilute any Intellectual Property owned or otherwise violate, used by any other Person and in the past three (3ii) years has not infringed, misappropriated or otherwise violatedmade any unlawful use of, or received actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Intellectual Property rights of owned or used by any Third Partyother Person. Sellers have Seller has not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers communication (in writing or otherwise) of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property foregoing. To the Seller’s Knowledge, no other Person was infringing, misappropriating or Transferred Technologymaking any unlawful use of, and no Seller has made Intellectual Property owned or asserted used by any claimother Person infringed or conflicted with, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a of Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they areThe Intellectual Property rights included in the Assets constitute all the Intellectual Property necessary to enable the Seller to conduct the Business in the manner in which the Business is being conducted and to allow the Buyer to conduct the Business in the same manner. The Seller has not licensed any of the Seller’s Intellectual Property to any Person on an exclusive basis, each as applicableor entered into any covenant not to compete or contract limiting its ability to exploit fully any of its Intellectual Property or to transact business in any market or geographical area or with any Person, the registrant of record of each domain name except as set forth in Schedule 4.09(d5.5(d) (collectively, the “Domain Names”)to this Agreement. (e) Sellers All current employees of the Seller have taken commercially reasonable measures executed and delivered to protect the Seller a confidentiality of all Trade Secrets included in agreement that is substantially similar to the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers form attached as Appendix A to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ this Agreement. To the Seller’s Knowledge, there has not been a breach none of such employees is in violation of any such agreement or obligation by any such Personagreement. (f) To Seller’s KnowledgeExcept as set forth on Schedule 5.5(f) to this Agreement, Sellers have obtained from each Person (including current and former employees and independent contractors) who Seller has created not granted or developed for suffered any license or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use sublicense of any confidential rights under or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With with respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Seller’s Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Schedule 4.09(a7.17(a) sets forth (i) a true true, correct and complete list and a brief description of all (i) Registered Owned Intellectual Property included in the Owned Intellectual Propertythat are registered with or filed for registration with any Governmental Authority, indicating for including a complete identification of each item the registration or application number, the registration or application date, patent and the applicable filing jurisdiction patent application; and (ii) a true, correct and complete list and a brief description of all Licensed Intellectual Property, other than any software that is generally available on standard terms for less than Ten Thousand U.S. Dollars (US$10,000) per copy, seat, CPU or named user. The rights of the Company in or to such Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in all Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Licensed Intellectual Property included in do not conflict with or infringe on the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner rights of recordany other Person, and (iii) all maintenance fees and filings that are required neither Sellers nor the Company has received any claim or written notice from any Person to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods)effect. (b) Schedule 4.09(b) sets forthThe Company has delivered to Purchaser true, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true correct and complete copies of all such the registrations for Owned Intellectual Property Licenses. All such and agreements pursuant to which the Licensed Intellectual Property Licenses are, identified on Schedule 7.17(a) have been licensed or sublicensed to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property LicensesCompany. (c) To Sellers’ KnowledgeThe Company owns all Owned Intellectual Property free and clear of any Encumbrance, other than any non-exclusive licenses granted by the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and Company in the past three (3) years ordinary course of business. The Company has not infringedthe right, misappropriated or otherwise violatedpursuant to valid and enforceable licenses, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ to use of the Transferred Licensed Intellectual Property in the conduct manner in which the Licensed Intellectual Property is currently being used. No Actions have been made or asserted or are pending (and, to the Knowledge of the Business as currently conducted infringesCompany, misappropriates, dilutes no Action has been threatened) against the Company either (i) based upon or otherwise violates, challenging or in seeking to deny or restrict the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights use by the Company of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made the Licensed Intellectual Property; or asserted any claim, demand or notice against any person or entity (ii) alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of that any Owned Intellectual PropertyProperty or Licensed Intellectual Property is being licensed, sublicensed or its right to use used in violation of patents, copyrights or trademarks or any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability other rights of any Registered Intellectual Property included in Person. To the Owned Intellectual Property. (d) Sellers represent Knowledge of the Company, no Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures are confusingly similar to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned the Licensed Intellectual Property that is material exclusively licensed to the Business a written, present and, valid assignment of such Company or that infringe upon the Owned Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in or the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data Licensed Intellectual Property that is both in Sellers’ possession or control and material exclusively licensed to the Business. (h) With respect to any material Software included within Company or upon the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) rights of the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the Company. The consummation of the transactions contemplated by the Ancillary Agreements this Agreement will not result in the material loss termination or impairment of any of the Owned Intellectual Property or Licensed Intellectual Property or any of the rights of the Company in any of the Owned Intellectual Property or Licensed Intellectual Property. (jd) All third-party code that is incorporated into Each of the proprietary Software included Company’s pending applications relating to trademarks, service marks, copyrights and patents have been made and filed by the Company in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representationgood faith. (ke) Buyer To the Knowledge of the Company, no product, service or business activity of the Company infringes or has infringed or otherwise violates or has violated the intellectual property rights of any other Person, and Sellers agree no Actions have been made or asserted or are pending (and, to the Knowledge of the Company, no Action has been threatened) against the Company alleging that any product, service or business activity of the representations and warranties included in this Section 4.09 shall be Company infringes or violates the sole and exclusive representations and warranties intellectual property rights of Sellers with respect to Intellectual Property matters in this Agreementany other Person.

Intellectual Property. (a) Schedule 4.09(a) sets forth a true Each of the Acquired Entities is the sole and complete list exclusive owner of all (i) Registered Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property that is not registered but that is material to the operation of the Business. Sellers exclusively own all, right, title and interest in and to, or has an enforceable right to use, all Owned material Intellectual PropertyProperty used or held for use in the conduct of the Acton Business as it is currently conducted (collectively, the “Company IP”), free and clear of all Encumbrances (Encumbrances, other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Section 2.12(b) of the Seller Disclosure Schedule 4.09(b) sets forth, or at the Closing will set forth, a true contains an accurate and complete list of all registered and applied for Intellectual Property Licenses. Except as set forth on Schedule 4.09(bwhich is owned by the Acquired Entities or used by the Acton Business (collectively, the “Registered IP”), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ KnowledgeAll Registered IP is subsisting, valid and enforceable. The Acquired Entities have taken all reasonable and necessary steps to maintain and enforce the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violateCompany IP, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect preserve the confidentiality of all Trade Secrets included therein. After consummation of the transactions contemplated by this Agreement, neither Seller nor any current or former Affiliate of Seller (other than the Acquired Companies) will own or have any right, title or interest in or to any Company IP. The execution, delivery and performance of this Agreement will not result in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements loss or other obligations impairment of confidentiality, and, to Sellers’ Knowledge, there has not been a breach or payment of any such agreement additional amounts with respect to, nor require the consent of any other Person in respect of, the Acquired Companies’ right to own or obligation by use any such PersonCompany IP. (fd) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from no Person has infringed, misappropriated or otherwise violated any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000Company IP, and (ii) an aggregate amount during each of the twelve Acquired Entities, the conduct of the Acton Business as currently and formerly conducted, and the products and services of the Acquired Entities, have not infringed, misappropriated or otherwise violated the Intellectual Property rights of any Person. No Proceedings (12including any opposition, cancellation, review or other Proceedings) months period following are settled or pending or, to Seller’s Knowledge, threatened (including any offers to take a license), (x) alleging that either or both of the initial one-year period immediately following Closing that shall not exceed Acquired Entities has infringed, misappropriated or otherwise violated the amount reflected for such third-party code in Intellectual Property rights of any Person, (y) challenging the Unaudited Financial Statements by more than $200,000; provided validity, enforceability, registrability or ownership of any Company IP, or (z) alleging that any increases in license fees resulting from a volume increasePerson infringed, additional licenses misappropriated or other change in the operation of Business post Closing shall not be breaches of this representationotherwise violated any Company IP. (ke) Buyer To Seller’s Knowledge, the information technology systems (including any outsourced systems) used by the Acquired Companies in the Ordinary Course have not suffered any material security breach or material failure. Each Acquired Company is in compliance with all binding policies implemented by such Acquired Company and Sellers agree that all applicable Laws, in each case, relating to privacy, data protection, the representations payment card industry and warranties included in this Section 4.09 shall be the sole collection, use, storage, transfer, disclosure and exclusive representations and warranties protection of Sellers with respect personal information. There are no settled or pending or, to Intellectual Property matters in this AgreementSeller’s Knowledge, threatened claims against any of the Acquired Companies by any Person or Governmental Authority alleging a material violation of any such policies or applicable Laws.

Intellectual Property. (a) Schedule 4.09(a5.6(a) sets forth a true list of all material registrations and material applications for registration of Purchased Intellectual Property. (b) Schedule 5.6(b) sets forth a complete list of all (i) Registered written Intellectual Property included in the Owned Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction and (ii) Owned Intellectual Property Licenses that is not registered but that is are material to the operation of any of the Plants or the Business. Sellers exclusively own all, rightregardless of whether such Intellectual Property Licenses involve payments by or to a Seller or an Affiliate of any Seller. (c) Except as set forth on Schedule 5.6(c): (i) A Seller owns all Intellectual Property listed on Schedule 5.6(a) and has valid rights in and to, title including all rights to use, reproduce, publish, distribute, perform, display, and interest create derivative works of, as applicable, all such Purchased Intellectual Property as such Intellectual Property is used in all Owned Intellectual Propertythe Ordinary Course of Business, in each case, free and clear of all Encumbrances Liens (other than Permitted Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (iExceptions) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (cii) The Purchased Intellectual Property is not the subject of any ownership, validity, use, or enforceability challenge or claim received by Sellers in writing or, to the Knowledge of Sellers, any outstanding Order restricting the use by Sellers thereof or adversely affecting any of the rights of Sellers thereto, except as would not, individually or in the aggregate, be material. (iii) No Seller has received any written notice of any default or any event that with notice or lapse of time, or both, would constitute a default under any Intellectual Property License that is a Purchased Contract and to which any Seller is a party or by which it is bound, except for defaults that would not, individually or in the aggregate, be material. To the Knowledge of Sellers, no Person is violating any Intellectual Property exclusively licensed to any Seller under an Intellectual Property License that is a Purchased Contract, except for violations that would not, individually or in the aggregate, be material. (iv) To the Knowledge of Sellers’ Knowledge, in the conduct operation of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violateon the date hereof (A) no Seller is violating, and in since the past three (3) years Petition Date, has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. other Person and (B) there are no Legal Proceedings, pending or threatened, concerning any claim that Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringesinfringed, misappropriatesdiluted, dilutes misappropriated, or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, violated any Intellectual Property Rights rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved)other Person, in each case, alleging any infringementexcept as would not, misappropriation individually or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending or, to Sellers’ Knowledge, threatened, challenging a Seller’s ownership of any Owned Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Propertyaggregate, have or reasonably be expected to have, a Seller Material Adverse Effect. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious code, (ii) the Source Code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.

Intellectual Property. (a) Section 4.9 of the Disclosure Schedule 4.09(a) sets forth a true and complete list of all (i) Registered Intellectual Property included in intellectual property registrations and applications, Internet domain names and material unregistered intellectual property owned by the Owned Intellectual Property, indicating for each item the registration Companies or application number, the registration or application date, and the applicable filing jurisdiction any Subsidiary and (ii) Owned Intellectual Property that is not registered but that is material intellectual property licensed by the Companies or any Subsidiary (whether as licensee or licensor) (excluding "clickwrap" or "shrinkwrap" agreements, agreements contained in or pertaining to "off-the-shelf" software, and the terms of use or service for any website, to the operation extent each is commercially available to consumers on nondiscriminatory pricing terms). There are no pending actions against any of the BusinessCompanies or any Subsidiary of which the Companies or any Subsidiary have been given written notice that assert that the Companies or any Subsidiary violate or infringe or unlawfully use the intellectual property rights of others or challenging the Companies' or any Subsidiary's ownership or use of, or the validity, enforceability or registrability of any intellectual property. Sellers To the knowledge of Seller, neither any of the Companies nor any Subsidiary violates, infringes upon or unlawfully uses any intellectual property owned by another Person. Neither any of the Companies nor any Subsidiary has received any written notice alleging any violation, infringement upon or unlawful use of any intellectual property rights of others or challenging the Companies' or any Subsidiary's ownership or use of, or the validity, enforceability or registrability of any intellectual property that remains unresolved on the date hereof. Except as set forth in Section 4.9(a) of the Disclosure Schedule, neither the Companies nor any Subsidiary has brought or threatened any Action against another Person involving intellectual property, and to the knowledge of Seller, there is no basis for any Action regarding the foregoing. (b) Except as set forth in Section 4.9(b) of the Disclosure Schedule, the Companies or a Subsidiary solely and exclusively own all, right, title and interest in owns all intellectual property owned by the Companies or a Subsidiary ("Companies Owned Intellectual Property") and has the valid and enforceable right to use all other material intellectual property used or held for use by the Companies or any Subsidiary ("Companies Used Intellectual Property"), free and clear of all Encumbrances (other than Permitted material Encumbrances). Sellers are not bound by any outstanding judgment, injunction, order or decree or any contractual obligation materially restricting the use by a Seller of the Owned Intellectual Property, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property included in the Owned Intellectual Property listed on Schedule 4.09(a), (i) all such Registered Intellectual Property is subsisting and, to Sellers’ Knowledge, valid and enforceable, (ii) a Seller is the owner of record, and (iii) all maintenance fees and filings that are required to be made to maintain such Registered Intellectual Property have been timely made (taking into account any applicable grace periods). (b) Schedule 4.09(b) sets forth, or at the Closing will set forth, a true and complete list of all Intellectual Property Licenses. Except as set forth on Schedule 4.09(b), Sellers have provided Buyer with true and complete copies of all such Intellectual Property Licenses. All such Intellectual Property Licenses are, to Sellers’ Knowledge, valid, binding and enforceable between the applicable Seller and the other parties thereto, and Seller and, to Sellers’ Knowledge, such other parties are in compliance with the material terms and conditions of such Intellectual Property Licenses. (c) To Sellers’ Knowledge, the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party. Sellers have not received any notice that Sellers’ use of the Transferred Intellectual Property in the conduct of the Business as currently conducted infringes, misappropriates, dilutes or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Third Party. No Proceedings are pending and no written notices have been received by Sellers during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by Sellers of the Intellectual Property rights of any Third Party. Except as set forth in Schedule 4.09(c), to Sellers’ Knowledge, during the past three (3) years (or earlier, if presently not resolved) no Person has infringed, misappropriated, diluted or otherwise violated any of the The Companies Owned Intellectual Property or Transferred Technology, and no Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. There is no Proceeding pending orand, to Sellers’ Knowledgethe knowledge of Seller, threatened, challenging a Seller’s ownership of any Owned Companies Used Intellectual Property, or its right to use any Transferred Intellectual Property, or challenging the validity, registrability, or enforceability of any Registered Intellectual Property included in the Owned Intellectual Property. (d) Sellers represent that they are, each as applicable, the registrant of record of each domain name as set forth in Schedule 4.09(d) (collectively, the “Domain Names”). (e) Sellers have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and no material Trade Secrets have been disclosed by Sellers to any Person except pursuant to written non-disclosure agreements or other obligations of confidentiality, and, to Sellers’ Knowledge, there has not been a breach of any such agreement or obligation by any such Person. (f) To Seller’s Knowledge, Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or developed for or on behalf of Sellers any Owned Intellectual Property that is material to the Business a written, present and, valid assignment of such Intellectual Property to a Seller. (g) To Sellers’ Knowledge, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in Sellers’ possession or control and material to the Business. (h) With respect to any material Software included within the Transferred Intellectual Property, to Sellers’ Knowledge (i) such Software is free from any material bugs, viruses or other malicious codehas been duly maintained, (ii) the Source Code for such Software has not been disclosed to any Third Partyis subsisting, in full force and effect and (iii) such Software does has not containbeen cancelled, derive from expired or link to any open source Software in a manner that requires the disclosure of any proprietary Source Code, limits the ability to charge fees, or grants any license to any Third Party to make derivative worksabandoned. (i) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the material loss or impairment of any of the Owned Intellectual Property. (j) All third-party code that is incorporated into the proprietary Software included in the Transferred Intellectual Property and that is critical to the operation of such Software is commercially available (each a “Critical IP License” and collectively “Critical IP Licenses”), and following Closing, Buyer will be able to procure a license for all such third-party code for (i) an aggregate amount during the one-year period immediately following the Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000, and (ii) an aggregate amount during the twelve (12) months period following the initial one-year period immediately following Closing that shall not exceed the amount reflected for such third-party code in the Unaudited Financial Statements by more than $200,000; provided that any increases in license fees resulting from a volume increase, additional licenses or other change in the operation of Business post Closing shall not be breaches of this representation. (k) Buyer and Sellers agree that the representations and warranties included in this Section 4.09 shall be the sole and exclusive representations and warranties of Sellers with respect to Intellectual Property matters in this Agreement.