#Section 4.13(a) of the Disclosure Schedule sets forth a true and complete list of all: # patented or registered Company-Owned Intellectual Property; and # pending patent applications and applications for other registrations of Intellectual Property filed by or on behalf of a Company (indicating for each of (i) and (ii) the applicable jurisdiction, registration number or application number and date issued or, if not issued, date filed).

[Section 4.17(a)] of the Disclosure Schedules sets forth a correct and complete list of all the following Owned Intellectual Property: # Patents; # registered Trademarks and applications therefor and unregistered Trademarks that are material to the Company or any Company Subsidiary; # registered Copyrights and applications therefor, and # domain names (including social media accounts registered in the name of the Company or any Company Subsidiary), including for each item listed in [(i) through (iii)], as applicable, the owner, the jurisdiction, the application/serial number, the patent/registration number, the filing date, and the issuance/registration date, and for each item listed in (iv), the registrant, the registrar, and the expiration date. Each item of the Owned Intellectual Property listed in [Section 4.17(a)] of the Disclosure Schedules is subsisting, valid, and enforceable, and has not been cancelled, expired or abandoned.

#Section 4.11(a) of the Disclosure Schedules contains a correct, current, and complete list of: # all Intellectual Property Registrations, specifying as to each, as applicable: the title, mark, or design; the jurisdiction by or in which it has been issued, registered, or filed; the patent, registration or application serial number; the issue, registration, or filing date; and the current status; # all unregistered Trademarks included in the Intellectual Property Assets; # all proprietary Software included in the Intellectual Property Assets; and # all other Intellectual Property Assets that are used or held for use in the conduct of the Businesses as currently conducted.

[Section 4.13(b)] of the Disclosure Schedule lists: # all Company Owned Intellectual Property, including all patents and patent applications, and registrations and applications for trademarks, copyrights, and domain names and the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made; and # all actions that are required to be taken by the Company within 120 days after the Closing Date with respect to such Intellectual Property Rights in order to avoid prejudice to, impairment or abandonment of such Intellectual Property Rights.

#Section 4.17(a)(i) of the Company Disclosure Letter contains a complete and accurate list of all # patented or registered Intellectual Property owned, purported to be owned, or licensed exclusively by the Company or any Subsidiary (“Registered IP”) specifying as to each, as applicable: the title, mark, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration, or filing date; and the current status; # pending patent applications and applications for registrations of other Intellectual Property filed by, or on behalf of, the Company or any Subsidiary (“Pending IP”) specifying as to each, as applicable: the title, mark, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been filed; the filing date; the application number; and the current status; and # material unregistered trade names, trademarks, service marks, internet domain names, company names, and computer software product names (“Unregistered IP”). Section 4.17(a)(ii) of the Company Disclosure Letter contains a complete and accurate list of # all licenses and other rights granted by the Company or any Subsidiary to any third party with respect to any Intellectual Property, but excluding any licenses or other rights granted by the Company or any Subsidiary in connection with its sale of a product if such license or other right will convey with any resale of such product, and # all licenses and other Contract rights granted by any third party to the Company or any Subsidiary with respect to any Intellectual Property (collectively, “License Agreements”); provided, however, that Section 4.17(a)(ii) shall not include any end user non-exclusive license of generally commercially available software used in the Company’s or any Subsidiary’s operations that is licensed for an aggregate license fee of no more than $25,000. With respect to each item of Registered IP, Pending IP, Unregistered IP and proprietary software of the Company or any Subsidiary: # the item is not subject to any outstanding injunction, judgment, order, decree, ruling or charge; # except as set forth in [Section 4.17(a)(ii)(y)] of the Company Disclosure Letter, no action, suit, proceeding, hearing, charge, complaint, claim or demand is pending or, to the Knowledge of the Company, threatened which challenges the legality, validity, enforceability, use or ownership of the item and # Company has provided Parent with true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Registered IP and Pending IP.

[Section 4.19(a)] of the Disclosure Schedule sets forth a true and complete list of all the Company Registered Intellectual Property. The Company owns and possesses good title to all the Company Intellectual Property, free and clear of Liens. The Company owns or has the right to use all Intellectual Property Rights that are material to the conduct of the business of the Company in the Ordinary Course.

#Section 3.15(a) of the Disclosure Schedule sets forth a complete and accurate list of # all registered Intellectual Property owned or exclusively licensed by each Company (“Company Registered Intellectual Property”), # all material unregistered trademarks, social media accounts, or domain names owned by each Company or used in connection with the business of such Company, and # all Intellectual Property for which an application for registration is currently pending that is, or is purported to be, owned by each Company, in each of the foregoing cases listing the name of the current owner and the jurisdiction in which such item has been filed and the applicable application, registration, or serial or other similar identification number (clauses [(i) through (iii)] collectively, the “Owned Intellectual Property”). None of the material Company Registered Intellectual Property has lapsed, expired, or been abandoned or withdrawn.