Representations and Warranties of Seller

Seller hereby represents and warrants to Buyer as follows that as of the Effective Date and as of Closing:

Authority

Seller is a company duly formed, validly existing, and in good standing uder the laws of the juristiction of its formation. Seller has the full power and authority to enter into this Agreement and to carry out its obligations hereunder, including, without limitation, the assignment, or causing the assignment, of the Assigned Patent Rights to Buyer. Prior to Closing, to Seller’s knowledge, Seller has not granted any exclusive licenses under any Patents to any third party and has not assigned any Assigned Patent Rights to any third party.

Title

Seller or its Affilate owns good and marketable title to the Patents. To Seller’s knowledge, the Assigned Patent Rights are free and clear or all liens, claims, morgages, security interests or other encumbrances, and restrictions, except for the existing licences and covenants not to sue that are expressly binding on successors to the applicable Patents described in Section 3.3. To Seller’s knowledge, there are no actions, suits, investigations, claims, or proceedings threatened, pending, or, to Seller’s knowledge, in progress relating in any way to the Assigned Patent Rights, except as disclosed on Exhibit A. To Seller’s knowledge, there are no existing binding contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to aquire any of the Assigned Patent Rights.

Existing Licenses Clause

After the Effective Date, none of Seller or its Affiliates, any prior owner, or any inventor will retain any rights or interest in the Assigned Patent Rights, except as described in Section 3.3 or Section 3.4. None of the licenses or rights in the Patents granted by Seller or its Affiliate is an exclusive grant or right and each such license is nontransferable (except soley in the context of acquisition of the respective licensee and in that case, the scope of each such license or rights in the Patents is limited to the activities of the licensee prior to the acquisition) and non-sublicensable (except to affiliates of the licensee).

Special Conditions on Standards Essential Patents

To Seller’s knowledge, none of the Patents are a de jure standards essential patent subject to any FRAND commitments by Seller. Buyer hereby acknowledges and agrees that, should Buyer discover that any of the Patents reads on or covers, or should Buyer position any of the Patents to read on or cover, any portions of an existing or future de jure standard subject to FRAND commitments (including but not limited to those developed and published by ETSI, IEEE and ITU), then Buyer will be subject to the provisions of that certain decision & Order of the United States Federal Trade CommisSiôn dated July 23, 2013 (« FTC Order ») to which Seller is bound. In such event, the Assigned Patent Rights concerning any of the Patents so discovered or positioned are now, or at the relevant time will be, curtailed in accordance with the FTC Order . The FTC Order is posted online and may be retrieved using the following URL:

https://www.ftc.gov/sites/default/files/documents/cases/2013/07/130724googlemotorolado.pdf