The Company has good and marketable title to the IP Assets. The IP Assets are free and clear of all Encumbrances. There are no actions, suits, claims or proceedings threatened, pending or in progress on the part of the IP Assets and the Company has not received notice of (and the Company is not aware of any facts or circumstances which could reasonably be expected to give rise to) any other actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to the IP Assets. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the IP Assets and any preexisting contracts, agreements, options or commitments with Company in connection with the IP Assets have been terminated in their entirety. The IP Assets listed in the Intellectual Property Assignment Agreement in Schedule A represent all IP Assets owned or used by the Company in connection with the Stony Hill trademark. Schedule 2 includes (i) all usernames and passwords granting unlimited and unrestricted access relating to the management, custody and control of the domain names listed on Schedule 2 or the like hosted or otherwise made available through GoDaddy or any other domain or hosting service provider account in the Company’s custody and control; and (ii) all usernames and passwords associated with the management, custody and control of the social media accounts listed on Schedule 2 . Notwithstanding the foregoing, to avoid confusion, Marley and Dalton agree not to use the domain, www.stonyhillcorp.com,. Company warrants and represents that www.stonyhillcorp.com will not be used in breach of this Agreement and will be made nonoperational as of the License Termination Date (defined below).