Common use of Technology License Clause in Contracts

Technology License. 2.1 In consideration of the License Fee (as defined below) and Licensee's full and complete compliance with the terms and conditions of this Agreement, PTI hereby grants to Licensee an exclusive, sublicensable, nontransferable and nonassignable license within the Territory, in the Field, during the Term, to make, have made, lease, use, distribute, sell, market and otherwise dispose of Licensed Products and practice the Licensed Processes under the Licensed Technology, the Know-how and the Licensed Patents. 2.2 By way of clarification, Licensee shall have no right to do any of the foregoing outside of the Licensed Territory. In particular, Licensee shall have no right to import Licensed Products into the Territory nor to export Licensed Products from the Territory. 2.3 If Licensee grants sublicenses to third parties, each such sublicense: (a) shall be embodied in a written document, a copy of which shall be provided by Licensee to PTI at the time of its execution; (b) shall be expressly subject to this Agreement; and (c) shall expressly impose on the sublicensee terms and conditions that are at least as restrictive as those imposed on Licensee hereunder and that are at least as protective of PTI as those imposed on Licensee hereunder. Licensee hereby assumes responsibility for the performance of all obligations so imposed on its sublicensee by this Agreement and will itself pay and account to PTI for all payments due under this Agreement which may accrue by reason of the operations of each sublicensee, as if it were Licensee's own commercial activity. 2.4 Licensee will continue to have access, on a reasonable basis, to investigators within PTI to acquire additional Know-how regarding the Licensed Technology. 2.5 PTI reserves all rights not expressly granted to Licensee by this Agreement. 2.6 Without limiting the generality of Paragraph 2.5, PTI expressly reserves the right to conduct research and commercial activity with the Licensed Technology for its own benefit, and to issue other exclusive and nonexclusive licenses to the Licensed Technology outside the Territory. 2.7 Licensee hereby grants to PTI a perpetual, worldwide, royalty-free, fully-paid, irrevocable, transferable, assignable, sublicensable, unlimited right and license in and to (a) all Licensee Improvements developed at any time or from time to time and (b) all data (including research data, and results of clinical trials) obtained or developed at any time by or on behalf of Licensee or any of its sublicensees that relates in any way to Licensed Products, Licensed Processes, Licensed Technology, Know-how, Licensed Patents or Licensee Improvements. Licensee shall promptly disclose and provide to PTI (in electronic form) all such Licensee Improvements and all such data (including copies of laboratory notebooks) on an ongoing basis, and whenever requested by PTI. PTI will have access, on a reasonable basis, to investigators within Licensee to acquire additional know-how regarding the Licensee Improvements and all such data. Licensee agrees to execute and deliver such further documents, and perform such further acts, as PTI requests in order to evidence and secure PTI's rights under this Paragraph 2.7. Licensee also agrees immediately to report to PTI in detail any serious adverse event which is reported or alleged to occur as a result of use of Licensed Products or Licensed Processes, whether or not there is proof that the event was caused by such use. 2.8 Licensee agrees that it shall include on all Licensed Products, and in connection with all Licensed Processes, any and all patent notices and other intellectual property notices customarily included, or reasonably requested by PTI, in order to protect PTI's rights under the Licensed Patents.

Technology License. 2.1 In consideration of the License Fee (as defined below) and Licensee's full and complete compliance with the terms and conditions of this Agreement, and subject to Georgetown's written approval, PTI hereby grants to Licensee an exclusive, sublicensable, nontransferable and nonassignable license within the Territory, in the Field, during the Term, to make, have made, lease, use, distribute, sell, market and otherwise dispose of Licensed Products and practice the Licensed Processes under the Licensed Technology, the Know-how and the Licensed Patents. 2.2 By way of clarification, Licensee shall have no right to do any of the foregoing outside of the Licensed Territory. In particular, Licensee shall have no right to import Licensed Products into the Territory nor to export Licensed Products from the Territory. 2.3 If Licensee grants sublicenses to third parties, each such sublicense: (a) shall be embodied in a written document, a copy of which shall be provided by Licensee to PTI at the time of its execution; (b) shall be expressly subject to this Agreement; and (c) shall expressly impose on the sublicensee terms and conditions that are at least as restrictive as those imposed on Licensee hereunder and that are at least as protective of PTI as those imposed on Licensee hereunder. Licensee hereby assumes responsibility for the performance of all obligations so imposed on its sublicensee sublicensees by this Agreement and will itself pay and account to PTI for all payments due under this Agreement which may accrue by reason of the operations of each sublicensee, as if it were Licensee's own commercial activity. 2.4 Licensee will continue to have access, on a reasonable basis, to investigators within PTI to acquire additional Know-how regarding the Licensed Technology. 2.5 PTI reserves all rights not expressly granted to Licensee by this Agreement. 2.6 Without limiting the generality of Paragraph 2.5, PTI expressly reserves the right to conduct research and commercial activity with the Licensed Technology for its own benefit, and to issue other exclusive and nonexclusive licenses to the Licensed Technology outside the Territory. 2.7 Licensee hereby grants to PTI a perpetual, worldwide, royalty-free, fully-paid, irrevocable, transferable, assignable, sublicensable, unlimited right and license in and to (a) all Licensee Improvements developed at any time or from time to time and (b) all data (including research data, and results of clinical trials) obtained or developed at any time by or on behalf of Licensee or any of its sublicensees that relates in any way to Licensed Products, Licensed Processes, Licensed Technology, Know-how, Licensed Patents or Licensee Improvements. Licensee shall promptly disclose and provide to PTI (in electronic form) all such Licensee Improvements and all such data (including copies of laboratory notebooks) on an ongoing basis, and whenever requested by PTI. PTI will have access, on a reasonable basis, to investigators within Licensee to acquire additional know-how regarding the Licensee Improvements and all such data. Licensee agrees to execute and deliver such further documents, and perform such further acts, as PTI requests in order to evidence and secure PTI's rights under this Paragraph 2.7. Licensee also agrees immediately to report to PTI in detail any serious adverse event which is reported or alleged to occur as a result of use of Licensed Products or Licensed Processes, whether or not there is proof that the event was caused by such use. 2.8 Licensee agrees that it shall include on all Licensed Products, and in connection with all Licensed Processes, any and all patent notices and other intellectual property notices customarily included, or reasonably requested by PTI, in order to protect PTI's rights under the Licensed Patents.

Technology License. 2.1 In consideration furtherance of the License Fee activities contemplated by this Origination Agreement, Servicer grants Lender a non-exclusive, nontransferable, nonsublicensable, revocable license to use Servicer’s GreenSky® Program technology platform (as defined belowthe “Licensed Technology”) and Licensee's full and complete compliance with during the terms and conditions term of this AgreementOrigination Agreement solely for the purposes of, PTI hereby grants to Licensee an exclusiveand in connection with, sublicensable, nontransferable and nonassignable license within the Territory, Lender’s participation in the Field, during GreenSky® Program. Lender acknowledges and agrees that Servicer will remain the Term, to make, have made, lease, use, distribute, sell, market sole and otherwise dispose of Licensed Products and practice the Licensed Processes under the Licensed Technology, the Know-how and the Licensed Patents. 2.2 By way of clarification, Licensee shall have no right to do any of the foregoing outside of the Licensed Territory. In particular, Licensee shall have no right to import Licensed Products into the Territory nor to export Licensed Products from the Territory. 2.3 If Licensee grants sublicenses to third parties, each such sublicense: (a) shall be embodied in a written document, a copy of which shall be provided by Licensee to PTI at the time of its execution; (b) shall be expressly subject to this Agreement; and (c) shall expressly impose on the sublicensee terms and conditions that are at least as restrictive as those imposed on Licensee hereunder and that are at least as protective of PTI as those imposed on Licensee hereunder. Licensee hereby assumes responsibility for the performance exclusive owner of all obligations so imposed on its sublicensee by this Agreement right, title and will itself pay interest in and account to PTI for all payments due under this Agreement which may accrue by reason of the operations of each sublicensee, as if it were Licensee's own commercial activity. 2.4 Licensee will continue to have access, on a reasonable basis, to investigators within PTI to acquire additional Know-how regarding the Licensed Technology. 2.5 PTI reserves all rights not expressly granted to Licensee by this Agreement. 2.6 Without limiting the generality of Paragraph 2.5, PTI expressly reserves the right to conduct research and commercial activity with the Licensed Technology for its own benefit, and to issue other exclusive and nonexclusive licenses to the Licensed Technology outside the Territory. 2.7 Licensee hereby grants to PTI a perpetual, worldwide, royalty-free, fully-paid, irrevocable, transferable, assignable, sublicensable, unlimited right and license in and to (a) all Licensee Improvements developed at any time or from time to time and (b) all data (including research dataany and all modifications or derivative works thereof) and all intellectual property rights relating thereto, and results of clinical trials) obtained Lender does not and will not have or developed at acquire any time by or on behalf of Licensee ownership interest in the Licensed Technology (or any of its sublicensees that relates in modifications or derivative works thereof) or any way to Licensed Products, Licensed Processes, Licensed Technology, Know-how, Licensed Patents intellectual property rights relating thereto under or Licensee Improvements. Licensee shall promptly disclose and provide to PTI (in electronic form) all such Licensee Improvements and all such data (including copies of laboratory notebooks) on an ongoing basis, and whenever requested by PTI. PTI will have access, on a reasonable basis, to investigators within Licensee to acquire additional know-how regarding the Licensee Improvements and all such data. Licensee agrees to execute and deliver such further documents, and perform such further acts, as PTI requests in order to evidence and secure PTI's rights under this Paragraph 2.7. Licensee also agrees immediately to report to PTI in detail any serious adverse event which is reported or alleged to occur as a result of use of Licensed Products or Licensed Processes, whether or not there is proof that the event was caused by such use. 2.8 Licensee agrees that it shall include on all Licensed Products, and in connection with all Licensed Processesthis Origination Agreement. CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, any MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED In Witness Whereof, Servicer and all patent notices Lender have caused this Origination Agreement to be duly executed by their respective officers as of the day and other intellectual property notices customarily includedyear first above written. GreenSky, or reasonably requested LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer SunTrust Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President Signature Page to Second Amended and Restated Loan Origination Agreement CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Amendment No. 1 to Second Amended and Restated Loan Origination Agreement This Amendment No. 1 to Second Amended and Restated Loan Origination Agreement (this “Amendment”), dated as of September 5, 2017 (the “Effective Date”), by PTIand among GreenSky, in order to protect PTI's rights under the Licensed PatentsLLC, a Georgia limited liability company (“Servicer”), GreenSky Servicing, LLC, a Georgia limited liability company (“GreenSky Servicing”), and SunTrust Bank, a Georgia banking corporation (“Lender”).

Technology License. 2.1 In consideration of 1.1 The Licensor hereby grants the License Fee (as defined below) Licensee a non-exclusive and Licensee's full and complete compliance with non-transferable license, under the conditions that the Licensee strictly adheres to the terms and conditions provisions as set forth in this Agreement and the written directions of the Licensor, permitting the Licensee to utilize the technologies (“Licensed Technologies”) as specified in Attachment I to this Agreement for development and commercialization within and only within the boundaries of the People’s Republic of China (excluding Taiwan, Hong Kong Special Administrative Regions, and Macao Special Administrative Regions); the Licensee hereby accepts the license. 1.2 The Licensor licenses the Licensed Technologies to the Licensee strictly for purpose of developing data security products incorporating encryption algorithms owned, controlled or licensed by the PRC government, to be manufactured by the Licensor (through its subcontractors and subvendors as the Licensor deems appropriate); and without the previous written consent of the Licensor, the Licensee shall not grant any sub-license to any third party. 1.3 The Licensee acknowledges the validity of the Licensed Technologies and the Licensor’s ownership and other legal rights to the Licensed Technologies, and also acknowledges its right to use the Licensed Technologies and that the rights in relation to the Licensed Technologies granted under this Agreement shall not cause the Licensee to have any ownership, rights or benefits to these Licensed Technologies, except as granted under this Agreement. The Licensee guarantees that it will not challenge the ownership of the Licensed Technologies, and will not apply for registration of the Licensed Technologies or any other technologies similar to or competing with or substituting for the Licensed Technologies whether in the PRC or not, or try to obtain any rights to the Licensed Technologies or any other technologies similar to or competing with or substituting for the Licensed Technologies, or use any other methods to obtain the Licensed Technologies or any other technologies similar to or competing with or substituting for the Licensed Technologies. 1.4 The Licensor is the exclusive licensor for the Licensee to grant the licenses specified under this Agreement. Except with the previous written consent of the Licensor, Licensee shall not accept any licenses from any third party in relation to all or any part of any Licensed Technologies specified under this Agreement or any other technologies similar to or competing with or substituting for such Licensed Technologies. 1.5 The term of this Agreement is 10 years, beginning on the effective date of this Agreement, PTI hereby grants to Licensee an exclusive, sublicensable, nontransferable which term shall be automatically renewed unless otherwise agreed by Licensor and nonassignable license within the Territory, in the Field, during the Term, to make, have made, lease, use, distribute, sell, market and otherwise dispose of Licensed Products and practice the Licensed Processes under the Licensed Technology, the Know-how and the Licensed Patents. 2.2 By way of clarification, Licensee shall have no right to do any of the foregoing outside of the Licensed TerritoryLicensee. In particularaddition, Licensee shall have no right to import Licensed Products into the Territory nor to export Licensed Products from the Territory. 2.3 If Licensee grants sublicenses to third parties, each such sublicense: (a) shall be embodied in a written document, a copy of which shall be provided by Licensee to PTI at the time of its execution; (b) shall be expressly subject to this Agreement; and (c) shall expressly impose on the sublicensee terms and conditions that are at least as restrictive as those imposed on Licensee hereunder and that are at least as protective of PTI as those imposed on Licensee hereunder. Licensee hereby assumes responsibility for the performance of all obligations so imposed on its sublicensee by before this Agreement and will itself pay and account expires, if the Licensor demands, then both parties should enter into a new technology license agreement according to PTI for all payments due under the extended term of this Agreement which may accrue demanded by reason of the operations of each sublicenseeLicensor. Notwithstanding the foregoing, as if it were Licensee's own commercial activity. 2.4 Licensee will continue to have access, on a reasonable basis, to investigators within PTI to acquire additional Know-how regarding the Licensed Technology. 2.5 PTI reserves all rights not expressly granted to Licensee by this Agreement. 2.6 Without limiting the generality of Paragraph 2.5, PTI expressly reserves Licensor has the right to conduct research and commercial activity with the Licensed Technology for its own benefit, and to issue other exclusive and nonexclusive licenses to the Licensed Technology outside the Territory. 2.7 Licensee hereby grants to PTI a perpetual, worldwide, royalty-free, fully-paid, irrevocable, transferable, assignable, sublicensable, unlimited right and license in and to (a) all Licensee Improvements developed terminate this Agreement at any time or from time to time and (b) all data (including research dataprior to expiration of the term hereof), and results of clinical trials) obtained or developed at any time by or on behalf of Licensee or any of its sublicensees that relates subject to six months’ notice to Licensee. 1.6 The Licensor has the right to terminate this Agreement in any way to Licensed Products, Licensed Processes, Licensed Technology, Know-how, Licensed Patents or Licensee Improvements. Licensee shall promptly disclose and provide to PTI (in electronic form) all such Licensee Improvements and all such data (including copies of laboratory notebooks) on an ongoing basis, and whenever requested by PTI. PTI will have access, on a reasonable basis, to investigators within Licensee to acquire additional know-how regarding the Licensee Improvements and all such data. Licensee agrees to execute and deliver such further documents, and perform such further acts, as PTI requests in order to evidence and secure PTI's rights under this Paragraph 2.7. Licensee also agrees immediately to report to PTI in detail any serious adverse event which is reported or alleged to occur as a result of use of Licensed Products or Licensed Processes, whether or not there is proof that the event was caused of a breach by such useLicensee of any transaction agreement specified in Attachment II hereto. 2.8 Licensee agrees that it shall include on all Licensed Products, and in connection with all Licensed Processes, any and all patent notices and other intellectual property notices customarily included, or reasonably requested by PTI, in order to protect PTI's rights under the Licensed Patents.