Common use of Leased Real Property Clause in Contracts

Leased Real Property. Section 3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of February 4, 2024, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, (such property, the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments thereto). Except as would not have a Company Material Adverse Effect, with respect to each Leased Real Property, (i) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty to any Lease, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; (iv) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and (v) the Company has not collaterally assigned or granted any other security interest in any such Lease or any interest therein.

Leased Real Property. Section 3.14(b) of the Company Disclosure Letter Schedule 3.7.2 contains a true, correct an accurate and complete list, as of February 4, 2024, list of all of the existing material leases, subleases, licenses or other agreements pursuant real property leases to which the Company or any of its Subsidiaries uses is a party (as lessee, lessor, sublessee or occupiessublessor), including, without limitation, leases which the Company has subleased or assigned to a third party and as to which the Company remains liable. Each real property lease set forth on Schedule 3.7.2 (or required to be set forth on Schedule 3.7.2) (a) is valid, binding and in full force and effect; (b) all rents and additional rents and other sums, expenses and charges due on each such lease have been paid; (c) the lessee has been in peaceable possession since the right commencement of its original possession under such lease; (d) no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by or is required from the lessor; (e) there exists no default or event of default by the Company or any of its Subsidiaries or, to use the knowledge of the Stockholders, by any other party; (f) there exists no occurrence, condition or occupyact (including the purchase of the Shares hereunder) which, now or in with the future, (such propertygiving of notice, the “Leased Real Property,” lapse of time or the happening of any further event or condition, would become a default or event of default by the Company or any of its Subsidiaries; and each such material lease, sublease, license (g) there are no outstanding claims of breach or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies indemnification or notice of all Leases (including all material modifications and amendments thereto)default or termination. Except as would not have a set forth on Schedule 3.7.2, (h) the Company Material Adverse Effector its Subsidiary, with respect to each Leased Real Propertyas the case may be, holds the leasehold estate in all the real property leases free and clear of all Liens, (i) the Company or one such Subsidiary is in physical possession and actual and exclusive occupation of the whole of each of its Subsidiaries has valid leasehold estates leased properties. Except as clearly set forth on Schedule 3.7.2, the Company or its Subsidiary(ies) utilizes all real property leases in the Leased Real Propertyfull compliance with law, free including building permits, fire protection legislation, planning law and clear of all liens (other than Permitted Liens); (ii) neither workers environment legislation. Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, Subsidiaries owes any counterparty brokerage commission with respect to any Lease, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; (iv) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and (v) the Company has not collaterally assigned or granted any other security interest in any such Lease or any interest thereinreal property leases.

Leased Real Property. Section 3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of February 4, 2024the date of this Agreement, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property that is material or in excess of 8,000 square feet (such property, the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications modifications, amendments, supplements, annexes and amendments schedules thereto). Except as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Leased Real Property, (i) the Company or one of its Subsidiaries has valid leasehold estates estates, licenses or other similar interests in the Leased Real Property, free and clear of all liens Liens (other than Permitted Liens). Each Lease is a valid and binding obligation, enforceable in accordance with its terms, of the Company or the Subsidiary of the Company that is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect and is enforceable against each party thereto, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) neither is subject to general principles of equity. None of the Company nor Company, any of its SubsidiariesSubsidiaries party thereto nor, nor to the Knowledge of the Company, any counterparty to any Leaseother party thereto, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance and no event has occurred that, with the passing or without notice or lapse of time or the giving of noticeboth, would become (i) constitute such a breach or default pursuant to any Lease by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto; (ii) result in a right of termination for any party under any Lease; or (iii) cause or permit the acceleration of or other changes to any right or obligation or the loss of any benefit for any party under any Lease, in each case, except for such breaches and, defaults, rights of termination, modification acceleration or acceleration of rent under such Lease; (iii) each Lease is legallosses that have not had and would not reasonably be expected to have, validindividually or in the aggregate, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; (iv) the a Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and (v) the Company has not collaterally assigned or granted any other security interest in any such Lease or any interest thereinMaterial Adverse Effect.

Leased Real Property. Section 3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of February 4, 2024, of all list of the existing material leases, subleases, licenses or other agreements Contracts pursuant to which the Company or any of its Subsidiaries Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments thereto). Except as would not have a Company Material Adverse Effect, with With respect to each Leased Real Property, Lease: (i) the Company Company’s or one its Subsidiary’s, as the case may be, possession and quiet enjoyment of its Subsidiaries has valid leasehold estates in the Leased Real Property, free Property has not be disturbed and clear of all liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty there are no disputes with respect to any Lease, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; (ivset forth in Section 3.14(b) of the Company Disclosure Letter, no Company Group Member has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such the Leased Real PropertyProperty (or any portion thereof); and (vii) except as set forth in Section 3.14(b) of the Company Disclosure Letter, no Company Group Member has not collaterally assigned or granted any other security interest in any such Lease or any interest therein; and (iii) the Company or its Subsidiaries, as the case may be, has a valid leasehold or sub-leasehold (as applicable) interest in the Leased Real Property and there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach of or default pursuant to any Lease, and, to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Lease.

Leased Real Property. Section 3.14(b) of the Company Disclosure Letter contains Schedule 3.13b sets forth a true, true and correct and complete list, as of February 4, 2024, list of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, (such property, the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments thereto). Except as would not have a Company Material Adverse Effect, with respect to each Leased Real Property, including the location of the premises subject to each of the Leases (icollectively, the “Premises”), a listing of the Leases pertaining thereto, and the identification of the lessors and tenants of the Premises, as applicable. With respect to each Lease listed on Schedule 3.13b: (1) the Company or one of its Subsidiaries the Subsidiary listed adjacent to the applicable Lease on Schedule 3.13b has good and valid leasehold estates interests in the applicable Leased Real Property, free and clear of all liens (Encumbrances, other than Permitted Liens)Encumbrances; (ii2) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty to any Lease, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable (assuming the enforceability against all other parties to such lease or sublease) in accordance with its terms, and in full force and effecteffect with respect to Company or such Subsidiary, as applicable, except as such enforceability may be limited by the Enforceability LimitationsLimitations and except where the illegality, invalidity, nonbinding nature, unenforceability or ineffectiveness would not result in a Material Adverse Effect; (iv3) Company or such Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and (v4) the there exists no material default or material event of default (or occurrence or event that with notice or lapse of time or both would result in a material default or material event of default) by Company has not collaterally assigned or granted any of its Subsidiaries or, to Company’s Knowledge, any other security interest in party to any such Lease. A true and complete copy of each Lease or has been made available to Parent. To Company’s Knowledge, neither Company nor any interest thereinSubsidiary has failed to materially comply with any Applicable Law with respect to the use and occupancy of the Premises. To Company’s Knowledge, the Premises are in satisfactory operating condition and repair (ordinary wear and tear excepted).

Leased Real Property. Section 3.14(bSchedule 4.15(a) of the Company Disclosure Letter Schedule contains a true, correct true and complete list, as list of February 4, 2024, of (i) all of the existing material leases, subleases, licenses or other agreements Contracts (“Real Property Leases”) pursuant to which the any Company or any of its the Subsidiaries uses leases real property as tenant, lessee or occupies, or has the right to use or occupy, now or in the future, sublessee (such property, as applicable) (the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct which list includes the name of the lessee and complete copies lessor, the address of all Leases (including all material modifications and amendments thereto). Except as would not have a Company Material Adverse Effect, with respect to each parcel of Leased Real Property, (i) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Propertyand all amendments, free supplements, estoppel certificates and clear of all liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiariessubordination, nor to the Knowledge non-disturbance and attornment agreements related thereto. None of the Company, any counterparty to any Lease, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time Companies or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; (iv) the Company has not Subsidiaries have subleased, licensed or otherwise granted to any Person the right to use or occupy any material portion of such Leased Real Property; . True and complete copies of the Real Property Leases have been made available to Buyer prior to the date of this Agreement. Each Real Property Lease constitutes the entire agreement between the parties thereto, and there are no other agreements, whether oral or written, between such parties. Each Real Property Lease (vassuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is in full force and effect and is valid, binding and enforceable in accordance with its respective terms, in each case, in all material respects, except as enforceability may be limited by the Company has not collaterally assigned or granted Enforceability Exceptions. None of the Companies, the Subsidiaries or, to the Knowledge of the Companies, any other security interest party to each Real Property Lease is in violation or breach of, or in default under, nor has there occurred an event or condition that with the passage of time or giving of notice (or both) would constitute a default of any of the material terms in any such Lease or any interest thereinReal Property Lease. All of the material land, buildings, structures and other improvements, in each case as used by the Companies and Subsidiaries in the conduct of their respective businesses, are included in the Leased Real Property.

Leased Real Property. Section 3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of February 4, 2024, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, (such property, the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments thereto). Except as would not have a Company Material Adverse Effect, with With respect to each Leased Real Property, : (i) Section 3.7(b) of the Company Seller Disclosure Schedule sets forth an accurate and complete list, including the description (by street address of the subject real property leased, as lessor or one lessee), date, parties and term, of each lease, sublease, amendment, extension, renewal, guaranty, license, concession and other agreement (whether written or oral) (each a “Lease” and collectively, the “Leases”); (ii) the Seller has made available to the Purchaser complete copies of the Leases in effect as of the date hereof (and in the case of any oral Lease, a written summary of the material terms of such Lease); (iii) except as set forth on Section 3.7(b) of the Seller Disclosure Schedule, with respect to each Lease; (A) each Lease is legal, valid, binding, enforceable in accordance with its Subsidiaries has valid leasehold estates terms and in full force and effect; (B) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real PropertyProperty and, free to Seller’s Knowledge, are the result of bona fide arms length negotiations between the parties; (C) the current leasehold owner’s possession and clear of all liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge quiet enjoyment of the CompanyLeased Real Property has not been disturbed; (D) there are no disputes, any counterparty to any Lease, no party thereto is in breach of or default pursuant thereunder and, to any LeaseSeller’s Knowledge, nor does there exist a fact no event has occurred or circumstance thatexists which, with the passing delivery of notice, the passage of time or the giving of noticeboth, would become could reasonably be expected to constitute such a breach or default pursuant to any Lease (except for such breaches or defaults which would not have a Material Adverse Effect), or permit the termination, modification or acceleration of rent under such Lease; ; (iiiE) each Lease there is legalno option to purchase, validright of first refusal, bindingright of first offer, enforceable and in full force and effector other agreement granting any person or entity any right to acquire, except as such enforceability may be limited by sublease or use the Enforceability Limitations; Leased Real Property; (ivF) to Seller’s Knowledge, the Company current leasehold owner has not subleasedassigned, licensed transferred, sublet, or otherwise granted any Person person the right to use or occupy any material portion of such Leased Real Property; and (v) the Company has not collaterally assigned Property or granted any other security interest in any such Lease or any interest therein; and (G) Except as disclosed on Section 3.7(b) of the Seller Disclosure Schedule, none of the Leases are capital leases.

Leased Real Property. Section 3.14(b) of the Company Disclosure Letter Schedule 3.7.2 contains a true, correct an accurate and complete list, as of February 4, 2024, list of all of the existing material real property leases, subleases, licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other agreements pursuant related document or agreement executed or entered into by the Company (each individually, a "Real Property Lease" and collectively the "Real Property Leases") to which to Company is a party (including, without limitation, any Real Property Lease which the Company has subleased or assigned to another Person and as to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, (such property, the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments theretoremains liable). Except as would not set forth on Schedule 3.7.2, each Real Property Lease set forth on Schedule 3.7.2 (or required to be set forth on Schedule 3.7.2): (a) is valid, binding and in full force and effect; (b) all rents and additional rents and other sums, expenses and charges due to the Effective Date have a Company Material Adverse Effectbeen paid; (c) the lessee has been in peaceable possession since the commencement of the original term thereof; (d) no waiver, with respect to each Leased Real Property, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor; (ie) there exists no default or event of default by the Company or one to the knowledge of its Subsidiaries has valid the Stockholder, by any other party thereto; (f) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by the Company thereunder; and (g) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company holds the leasehold estates in the Leased estate on all Real PropertyProperty Leases, free and clear of all liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty to any Lease, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as set forth on Schedule 3.6 and the liens of mortgagees of the real property in which such enforceability may be limited leasehold estate is located. Except as set forth on Schedule 3.7.2, the real property leased by the Enforceability Limitations; (iv) Company is in a state of good maintenance and repair and is adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the leased real properties. The Company has is in physical possession and actual and exclusive occupation of the whole of each of its leased properties. The Company does not subleased, licensed or otherwise granted owe any Person the right brokerage commission with respect to use or occupy any material portion of such Leased Real Property; and (v) the Company has not collaterally assigned or granted any other security interest in any such Lease or any interest thereinProperty Lease.

Leased Real Property. Section 3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of February 4, 2024the date of this Agreement, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, (such property, the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments thereto). Except as would not have a Company Material Adverse Effect, with respect to each Leased Real Property, (i) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty to any Lease, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; (iv) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and (v) the Company has not collaterally assigned or granted any other security interest in any such Lease or any interest therein.

Leased Real Property. Section 3.14(b3.8(a) of Schedule III sets forth the address of each Leased Real Property facility of the Company Disclosure Letter contains a true, correct and complete list, Group as of February 4the date hereof. Except as set forth on Section 3.8(a) of Schedule III, 2024, of all with respect to each of the existing material leases, subleases, licenses or other agreements pursuant to which leases for such Leased Real Property facility (each a “Real Property Lease”): (i) the Company or any of its Subsidiaries uses or occupies, or (as the case may be) has the right to use or occupy, now or a valid leasehold estate in the future, (such property, the “all Leased Real Property,” , which shall be free and clear of all Liens, except Permitted Liens, and is in possession of the properties purported to be leased or licensed under the applicable leases for such Leased Real Property, (ii) each Real Property Lease is a legal, valid, binding and enforceable against the Company or its Subsidiary party thereto, as applicable, and is in full force and effect, subject to proper execution of such material lease by the other parties thereto and has not been modified, (iii) the transactions contemplated hereby do not require the consent of any other party to such lease and will not result in a breach of or default under such lease, sublease(iv) each of the Company Group and to the Company’s Knowledge, license or each of the other agreementparties thereto, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including performed in all material modifications and amendments thereto). Except as would not have a Company Material Adverse Effect, with respect respects all material obligations required to be performed under each lease for each Leased Real Property, (iv) no member of the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty to any Lease, Group is in material breach of or material default pursuant under any such lease to any Leasewhich it is party, nor does there exist a fact and no event has occurred or circumstance thatexists which, with the passing delivery of notice, passage of time or the giving of noticeboth, would become constitute such a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; lease, (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; (ivvi) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and (v) the Company has its Subsidiaries have not collaterally assigned or granted any other security interest in any such Real Property Lease or any interest therein, (vii) there are no developments affecting any Leased Real Property pending, or to the Company’s Knowledge, threatened, which individually or in the aggregate, impair, or would reasonably be expected to impair, the value of the Leased Real Property to which they relate or the present or intended use, occupancy and/or operation of such Leased Real Property, and (viii) the Leased Real Property and any buildings or equipment thereon owned or leased by the Company and its Subsidiaries have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (given due account to the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for their present and intended uses and, in the case of buildings (including the roofs thereof), are structurally sound. The Company has made available to Purchaser a true and complete copy of each Real Property Lease (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto).

Leased Real Property. Section 3.14(bSchedule 3.15(b) sets forth the address of the Company Disclosure Letter contains a true, correct and complete list, as of February 4, 2024, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, (such property, the “each Leased Real Property,” , and a true and complete list of all Leases for each such material lease, sublease, license or other agreement, a “Lease”)Leased Real Property. The Company has made available to Parent true, correct Buyer a true and complete copies copy of all Leases (including all material modifications and amendments thereto)each such Lease document. Except as would not have a Company Material Adverse Effectset forth in Schedule 3.15(b), with respect to each Leased Real Property, of the Leases: (i) the Company or one of its Subsidiaries has valid leasehold estates such Lease is valid, binding, enforceable and in the Leased Real Property, free full force and clear of all liens (other than Permitted Liens)effect; (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge sale of the Company, Shares to Buyer pursuant to this Agreement (and each other transaction referenced herein) does not require the consent of any counterparty other party to any such Lease, is will not result in a breach of or default pursuant to any under such Lease, or otherwise cause such Lease to cease to be valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s Knowledge, there are no disputes with respect to such Lease; (iv) none of the Company or Subsidiary nor does there exist a fact any other party to the Lease is in breach or default under such Lease in any material respect, and no event has occurred or circumstance thatexists which, with the passing delivery of notice, the passage of time or the giving of noticeboth, would become constitute such a breach or default pursuant to any Lease default, or permit the termination, modification or acceleration of rent under such Lease; (iiiv) each the other party to such Lease is legalnot an affiliate of, validand otherwise does not have any economic interest in, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability LimitationsCompany or any Shareholder or Subsidiary; (ivvi) none of the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real PropertyProperty or any portion thereof; and (vvii) none of the Company or Subsidiary has not collaterally assigned or granted any other security interest in any such Lease or any interest therein.

Leased Real Property. Section 3.14(bSchedule 2.7(b) sets forth a complete and correct list of the Company Disclosure Letter contains a true, correct address and complete list, lessee of each Leased Real Property as of February 4, 2024, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, (such property, the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments thereto)date hereof. Except as set forth on Schedule 2.7(b) or as would not reasonably be expected to have a Company Material Adverse Effect, with respect to each of the leases, subleases, occupancy agreements or similar arrangements for such Leased Real Property, Property (i) which the Company or one has made available correct and complete copies of its Subsidiaries has valid leasehold estates in each such lease, sublease, occupancy agreement and similar arrangement pursuant to which the applicable APN Entity occupies and uses the Leased Real Property, free together with any and clear of all liens amendments and modifications thereto and any guarantee thereof) (other than Permitted Liens); collectively, the “Leases”): (iii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty to any Lease, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effectagainst the applicable APN Entity, except as such enforceability may be limited by the Enforceability LimitationsExceptions; (ii) the APN Entity party thereto is not in breach or default under such Lease, or to the Knowledge of the Company, by the lessor of such Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such breach or default; (iii) the applicable APN Entity to the respective Lease pertaining to each Leased Real Property has good and valid title to the leasehold estate under the Lease free and clear of any Liens, other than Permitted Liens; (iv) except for the Company has not subleasedLeases, licensed there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or otherwise granted other agreements or arrangements, written or oral, granting any Person the right to purchase, use or occupy any material portion of such the Leased Real Property or the Owned Real Property; and (v) the Company has not collaterally assigned or granted any other security interest in any such Lease , or any interest thereinportion thereof.

Leased Real Property. Section 3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of February 4, 2024the date of this Agreement, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses, uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 35,000 square feet (such property, the “Leased Real Property,” and each such material lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments thereto). Except as would not have a set forth in Section 3.14(b) of the Company Material Adverse EffectDisclosure Letter, with respect to each there are no subleases, licenses, occupancy agreements or other contractual obligations by the Company or its Subsidiaries that grant the right of use or occupancy of any Leased Real PropertyProperty in excess of 35,000 square feet to any Person other than the Acquired Companies, and there is no Person in possession of any Leased Real Property other than the Acquired Companies. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Subsidiaries of the Company taken as a whole, (i) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all liens Encumbrances (other than Permitted LiensEncumbrances); (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty to any Lease, Subsidiaries is in breach of or default pursuant to any Lease, nor nor, to the Knowledge of the Company, does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; and (iv) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and (v) the Company has not collaterally assigned or granted any other security interest in any such Lease or any interest therein.