Common use of Real and Personal Property Clause in Contracts

Real and Personal Property. (a) None of the Companies own any real property. The Equityholders have delivered to Purchaser a correct and complete copy of the Leases, including amendments, waivers, or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default by any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Properties. (b) Each Company has good and valid title to, or a valid leasehold interest in, the assets used by it or located on the Leased Property free and clear of all Liens except for such Liens as: (i) shall be fully released and cancelled as of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”). (c) All of the tangible assets of each Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business.

Real and Personal Property. (ai) None Section 5.1(r)(i) of the Companies own any real property. The Equityholders have delivered to Purchaser Company Disclosure Letter sets forth a correct and complete copy of the Leaseslist, including amendments, waivers, or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default by any Companydate of this Agreement, or to the Equityholders’ Knowledge, of all real property owned by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and any Subsidiary of the identified lessor have any interest Company (the “Owned Real Property”). Except as would not, individually or in the Leased Properties; andaggregate, (vii) except reasonably be expected to materially and adversely affect the Company and its Subsidiaries taken as set forth on Schedule 5.3a whole, no consent is required the Company and its Subsidiaries have good and marketable title to be obtained by any Company pursuant to the Lease in connection with the consummation all of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Properties. (b) Each Company has good and valid title to, or a valid leasehold interest in, the assets used by it or located on the Leased Owned Real Property free and clear of all Liens except for such Liens as: other than Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. (iii) shall be fully released Section 5.1(r)(ii) of the Company Disclosure Letter sets forth a correct and cancelled complete list, as of the Closing Date; date of this Agreement, of all leases, subleases, licenses, or similar agreements that cover real property used by the Company or any of its Subsidiaries (iieach such lease, license or sublease, a “Real Property Lease”) are approved and sets forth the street address of the real property that is the subject of any Real Property Lease (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). Except as would not, individually or in writing by Purchaser prior the aggregate, reasonably be expected to materially and adversely affect the Company and its Subsidiaries taken as a whole, (A) the Company and its Subsidiaries have a valid leasehold interest in the Leased Real Property free and clear of all Liens other than Permitted Liens and each Real Property Lease is valid and in full force and effect, (B) neither the Company nor any of its Subsidiaries, nor, to the Closing Company’s Knowledge, any other party to a Real Property Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Real Property Lease, and listed neither the Company nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Real Property Lease, (C) no Person other than the Company and its Subsidiaries leases, subleases, licenses or otherwise has a right to use or occupy any of the Real Property, and (D) all improvements located on the Real Property are in Schedule 5.26 sufficiently good condition and repair (such listed Liens being referred ordinary wear and tear excepted) to herein allow the business of the Company and its Subsidiaries to be operated in the ordinary course as the “Permitted Liens”)currently operated and as presently proposed to be operated. A true, complete and accurate copy of each material Real Property Lease has previously been made available to Parent. (ciii) All material tangible assets (including Owned Real Property and Leased Real Property) of the tangible assets Company and its Subsidiaries are, in the aggregate (and with due consideration for reasonable wear and tear and the age of each Company are specific tangible asset), in good sufficient operating condition and repair, ordinary wear and tear exceptedexcept as would not, and are usable individually or in the Ordinary Course of Businessaggregate, reasonably be expected to have a Company Material Adverse Effect.

Real and Personal Property. (a) None Neither the Parent nor any of the Companies its Subsidiaries own any real property. The Equityholders Neither the Parent nor any of its Subsidiaries (nor any predecessor to the Parent or any of its Subsidiaries) have delivered ever owned any real property. Neither the Parent nor any of its Subsidiaries is a party to Purchaser a correct and complete copy of the Leases, including amendments, waivers, any agreement or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased option to purchase any real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default by any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Propertiestherein. (b) Each Company lease, sublease and other agreement (collectively, the “Parent Real Property Leases”) under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Parent Leased Real Property”) is valid, binding and in full force and effect. Neither Parent nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Parent Leased Real Property. No uncured default of a material nature on the part of Parent or, if applicable, any of its Subsidiaries or, to the Knowledge of Parent, the landlord thereunder, exists under any Parent Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Parent Real Property Lease. Parent and each of its Subsidiaries has a good and valid title toleasehold interest, or a valid leasehold interest insubject to the terms of the Parent Real Property Leases, the assets used by it or located on the in each parcel of Parent Leased Property Real Property, free and clear of all Liens Liens, except for such Liens as: (i) shall be fully released Parent Permitted Liens, and cancelled as Parent’s or its Subsidiaries’ possession and quiet enjoyment of the Closing Date; or (ii) are approved in writing by Purchaser prior Parent Leased Real Property under such Parent Real Property Lease has not been disturbed. As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and, to the Closing and listed in Schedule 5.26 (such listed Liens being referred Knowledge of Parent, there is no threatened, condemnation proceeding with respect to herein as the “Permitted Liens”)any Parent Leased Real Property. (c) All of the tangible assets of each Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business.

Real and Personal Property. (a) None Each of the Companies own any real property. The Equityholders have delivered to Purchaser a correct and complete copy of the Leases, including amendments, waivers, or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default by any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Properties. (b) Each Company Subsidiaries has good and valid title to, or a valid leasehold interest interests in, the assets used by it or located on the Leased Property all its properties and assets, free and clear of all Liens Encumbrances, except for such Liens as: (i) shall Permitted Encumbrances that could not, individually or in the aggregate, reasonably be fully released and cancelled as expected to have a Company Material Adverse Effect. Except for the Permitted Encumbrances, each of the Closing Date; Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all Real Property Leases (as defined below) to which it is a party, except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (iib) are approved in writing by Purchaser prior to Neither the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”)Company nor any Company Subsidiary owns any real property. (c) All Section 3.15(c) of the tangible assets Company Disclosure Schedule sets forth a true and complete list of each all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company are in good operating condition and repairor any Company Subsidiary (collectively, ordinary wear and tear exceptedincluding the improvements thereon, the "Leased Real Property"), and are usable for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements (and any amendments thereto) under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Parent. Each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary and is in full force and effect. The Company or the Company Subsidiary which is a party to a Real Property Lease has not received any written notice of any default under such Real Property lease which remains uncured and there is no default under any Real Property Lease either by the Company or the Company Subsidiaries party thereto or, to the Company's knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or any Company Subsidiary thereunder, except for such defaults as could not, individually or in the Ordinary Course aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) Except for Permitted Encumbrances, neither the Company nor any Company Subsidiary is a party to any lease, sublease, license or other agreement granting to any third party a right to the use, occupancy or enjoyment of Businessany Owned Real Property or Leased Real Property or any portion thereof. (e) There are no disputes, oral agreements or forbearance programs in effect with respect to any Real Property Lease.

Real and Personal Property. (a) None Neither the Company nor any of the Companies its Subsidiaries own any real property. The Equityholders Neither the Company nor any of its Subsidiaries (nor any predecessor to the Company or any of its Subsidiaries) have delivered ever owned any real property. Neither the Company nor any of its Subsidiaries is a party to Purchaser a correct and complete copy of the Leases, including amendments, waivers, any agreement or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased option to purchase any real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default by any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Propertiestherein. (b) Each lease, sublease and other agreement (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property”) is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Company Leased Real Property. No uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid title toleasehold interest, or a valid leasehold interest insubject to the terms of the Company Real Property Leases, the assets used by it or located on the in each parcel of Company Leased Property Real Property, free and clear of all Liens Liens, except for such Liens as: (i) shall be fully released Company Permitted Liens, and cancelled as the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Closing Date; or (ii) are approved in writing by Purchaser prior Company Leased Real Property under such Company Real Property Lease has not been disturbed. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”). (c) All Knowledge of the tangible assets of each Company, there is no threatened, condemnation proceeding with respect to any Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of BusinessLeased Real Property.

Real and Personal Property. (a) None of the Companies own No Acquired Company owns any real property. The Equityholders have delivered to Purchaser . (b) Schedule 3.06(b) lists all real estate leased by any Acquired Company as a correct and complete copy lessee, sub-lessee, or assignee (the “Leased Real Property”), including a description of the Leasespremises leased and the Acquired Company that leases the same. All Leased Real Property is leased pursuant to valid written leases listed in Schedule 3.17(a). Such leases contain the entire agreement between the landlord of each of the leased premises and the Acquired Company, including amendmentsand there is no other Contract between the landlord and any Acquired Company affecting such Leased Real Property. No Acquired Company leases any Leased Real Property as a lessor or sub-lessor. (c) The Acquired Companies’ interests in the Leased Real Property are owned by the respective Acquired Companies free and clear of all Encumbrances, waiversvariances, or limitations of any nature, other changes theretothan Permitted Encumbrances and as set forth in Schedule 3.06(c). To the Knowledge of Founder, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct certificates of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures occupancy are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunderfor each location of Leased Real Property, and the uses thereof being made by the Acquired Companies do not violate any applicable zoning, subdivision, land use, or other Legal Requirement. No Third Party has a right to acquire the EquityholdersAcquired Companies’ Knowledge, interests in the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as Leased Real Property. To the Knowledge of the Closing Date pursuant to the Lease have been paid in full; (iv) Founder, there is no existing default by or proposed plan to modify or realign any Company, street or to highway or any existing or proposed eminent domain Proceeding that would result in the Equityholders’ Knowledge, taking of all or any part of any parcel of Leased Real Property or that would prevent or hinder the continued use of any such parcel as used by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated herebyAcquired Companies. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use None of the Leased Properties Real Property is not located within a flood plain for flood insurance purposes. (d) The Acquired Companies own all tangible personal property reflected as owned in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or the Balance Sheet (other adverse claims affecting than inventory sold since the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained Balance Sheet Date in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Properties. (b) Each Company has good and valid title to), or a valid leasehold interest in, the assets used by it or located on the Leased Property free and clear of all Liens except for such Liens as: (i) shall be fully released Encumbrances, other than Permitted Encumbrances and cancelled as of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing and listed set forth in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”3.6(d). (c) . All of the tangible assets of each Company are in good operating condition personal property purchased or otherwise acquired by the Acquired Companies since the Balance Sheet Date (other than inventory acquired and repair, ordinary wear and tear excepted, and are usable sold since the Balance Sheet Date in the Ordinary Course of Business) is owned by the Acquired Companies free and clear of all Encumbrances, other than Permitted Encumbrances and as set forth in Schedule 3.06(d). A copy of the fixed asset register of each Acquired Company has been delivered to Buyer. Each such register contains a complete and correct list of the fixed assets of the applicable Acquired Company as of the date specified.

Real and Personal Property. (a) None Except as disclosed in the Commission Documents, the Company and its Subsidiaries have good and marketable title to the Owned Real Property, free and clear of all Liens, except Permitted Liens. Except as disclosed in the Commission Documents, there are no Liens disclosed on existing policies of title insurance or existing surveys for any Owned Real Property that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Owned Real Property has the benefit of all material easements and rights of way, required to use and operate the Owned Real Property in all material respects in the manner in which the Owned Real Property is currently being used and operated by the Company and its Subsidiaries. Except as disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries has since December 31, 2021 received written notice of any proposed special assessment that would reasonably be expected to materially and adversely affect the Owned Real Property. Except as disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries is party to an agreement leasing, licensing or otherwise granting any Person the right to use or occupy the Owned Real Property, including any subtenants, which lease, license or grant is currently in effect or granted a security interest in the Owned Real Property which security interest is currently in effect (other than Permitted Liens), and the Owned Real Property is not made available for use by any third party. There are not pending or, to the Company’s Knowledge, threatened condemnation proceedings related to any of the Companies own any real property. The Equityholders Owned Real Property which would have delivered a material adverse impact on the ability to Purchaser a correct and complete copy use the Owned Real Property for the operation of the Leases, including amendments, waivers, or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used Company’s business as currently conducted. (b) Except as disclosed in the conduct of the business of Commission Documents, each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Real Property Lease is in full force and effect and is a valid instrument enforceable against valid, legal and binding obligation of the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other or one of its Subsidiaries party thereto, in each case enforceable in accordance with its terms; (iii) all rentsterms against the Company or one of its Subsidiaries and, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), except where the failure to be in full force and effect or a valid, legal and binding obligation would not, individually or in the aggregate, reasonably be expected to have been paid a Material Adverse Effect. Except as disclosed in full; (iv) the Commission Documents, there is no existing material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases in each case if such event would have a material adverse impact on the Equityholders’ Knowledge, ability to use any real property leased by the lessor under Company or any of its Subsidiaries (collectively, the Lease; (v“Leased Real Property”) no Company has received any notice that it is in default under for the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation operation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Propertiesbusiness as currently conducted. (bc) Each Except as disclosed in the Commission Documents, the Company has good and valid its Subsidiaries have good, marketable and indefeasible title to, or a valid leasehold interest inin or license or right to use, all of the material assets and properties of the Company and its Subsidiaries used or held for use in the operation of the Company’s business, except for assets disposed of in the ordinary course of business, and such material assets and properties constitute all of the material assets and properties of, or used by, the assets used by it or located on Company and its Subsidiaries to operate the Leased Property free and clear of all Liens except for such Liens as: (i) shall be fully released and cancelled as business of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing Company and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”). (c) All of the tangible assets of each Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable its Subsidiaries in the Ordinary Course of Businesssame manner as presently conducted.

Real and Personal Property. (a) None of the Companies The Company does not own any real property. (b) Section 3.13 of the Company Disclosure Letter sets forth the address of each Leased Real Property, and a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Lease document). The Equityholders have Company has delivered to Purchaser Parent a correct true and complete copy of the Leaseseach such Lease document, including amendments, waivers, or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct case of any oral Lease, a written summary of the business material terms of each Company as each is currently conductedsuch Lease. With respect to each Lease: all Leases, (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the each Lease is valid, binding, enforceable and in full force and effect and a valid instrument enforceable against neither the applicable Company that nor, to the Knowledge of the Company, any other party thereto is identified as in breach or default (with or without notice, lapse of time or both) under any Lease, (ii) no termination event or condition or uncured default (with or without notice, lapse of time or both) on the tenant thereunderpart of the Company or, to the Knowledge of the Company, any other party to the Lease, exists under any Lease, (iii) the Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Equityholders’ KnowledgeCompany’s knowledge, the other party thereto, in each case in accordance there are no disputes with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant respect to the Lease have been paid in fullsuch Lease; (iv) there is no existing default by the Company has not subleased, licensed or otherwise granted any Company, Person the right to use or to the Equityholders’ Knowledge, by the lessor under the Leaseoccupy such Leased Real Property or any portion thereof; (v) no the Company has received not collaterally assigned or granted any notice that it is other security interest in default under the Leasesuch Lease or any interest therein; and (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation Knowledge of the transactions contemplated herebyCompany, there are no liens or encumbrances on the estate or interest created by such Lease except for Permitted Liens. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No The Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnationspending, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting and to the Leased Properties. All Knowledge of the buildingsCompany there is no threatened, material fixtures and other improvements, and building systems situated within condemnation with respect to any real property leased pursuant to any of the Leases. The Leased Properties are Real Property indentified in good operating condition, reasonable wear and tear excepted, and have been maintained Section 3.13 of the Company Disclosure Letter comprises all of the real property used in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out business of the Leased PropertiesCompany. (bc) Each The Company has good and valid marketable title to, or a valid and enforceable rights to use under existing material franchises, easements or licenses, or valid and enforceable leasehold interest interests in, the all of its material tangible personal properties and assets used by it or located necessary to carry on the Leased Property its business as such business is now being conducted, free and clear of all Liens Liens, except for such Liens as: (i) shall be fully released and cancelled as of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”). (c) All of the tangible assets of each Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business.

Real and Personal Property. (a) None of the Companies The Company and its Subsidiaries do not own any real property. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of each lease, sublease, license or similar use and occupancy Contract (including any assignments, amendments, extensions and modifications thereto, each, a “Lease”) pursuant to which the Company or any of its Subsidiaries leases, subleases or otherwise uses or occupies, as applicable, any real or personal property from any other Person (whether as a tenant, subtenant or pursuant to other occupancy arrangements) (collectively, the “Company Leased Property”). The Equityholders have delivered Company has made available to Purchaser Parent a true, correct and complete copy of each such Lease to date. (c) Except as set forth on Section 3.17(c) of the Company Disclosure Letter, (i) the Company and its Subsidiaries have valid leasehold interests under each of the Leases, including amendmentsfree and clear of all Liens, waiversexcept for Permitted Liens and (ii) the Company and its Subsidiaries enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Property. (d) Each Lease for any Company Leased Property is in full force and effect and is a valid and binding obligation of the Company or any of its Subsidiaries that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) No event has occurred and no condition exists, which with the giving of notice or the passage of time, or other changes theretoboth, for will constitute a default under a Lease by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any counterparty under such Lease, that would, individually or in the aggregate, materially impair or be reasonably likely to materially impair the continued use and operations of the Company Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used Property to which they relate in the conduct of the business of each the Company and its Subsidiaries as each is currently presently conducted. With respect to each Lease: . (f) (i) no Person, other than the Company or a Subsidiary of the Company, possesses, uses or occupies, as applicable, all leased buildings or any portion of any Company Leased Property and improvements and all leased fixtures are held under the Lease; (ii) neither the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as nor any Subsidiary of the Closing Date pursuant Company is a party to the Lease have been paid in full; (iv) there is no existing default by any Companyagreement, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights right of first refusaloffer, rights right of reverter, options to purchase first refusal or rights of occupancy option with respect to the Leased Propertiespurchase or sale of any real property or interest therein. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use As of the Leased Properties is not in compliance therewith. No Company has received notice of any date hereof, there are no pending or threatened condemnationsor, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting to the Leased Properties. All Knowledge of the buildingsCompany, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out threatened Proceedings to take all or any portion of the Leased Properties. (b) Each Company has good and valid title to, or a valid leasehold interest in, the assets used by it or located on the Leased Property free and clear of all Liens except for such Liens as: or any interest therein by eminent domain or any condemnation proceeding (ior the jurisdictional equivalent thereof) shall be fully released and cancelled as of the Closing Date; or (ii) are approved any sale or disposition in writing by Purchaser prior to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”)lieu thereof. (c) All of the tangible assets of each Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business.

Real and Personal Property. (a) None The Company does not own nor has owned any real property or interest in real property. (b) Schedule H sets forth the address of each parcel of real property and interests in real property leased by the Company as lessee, and a true and complete list of all leases related to real property currently leased by the Company (individually, a “Real Property Lease” and the real properties specified in such leases being referred to herein collectively as the “Leased Properties”). The Company has a valid, binding and enforceable leasehold interest under each of the Companies own any real propertyReal Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity). The Equityholders Company has not received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default under any of the Real Property Leases and the Company and, to the Knowledge of the Sellers, each other party thereto, is in compliance with all obligations of such party thereunder. The Company has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Properties or any portion thereof. The Company’s possession and quiet enjoyment of Leased Property under each Real Property Lease has not been disturbed and there are no disputes with respect to any Real Property Lease. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach of or default under any such Real Property Lease that has not been redeposited in full. The Company does not owe, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease. The Company has not collaterally assigned or granted any other Lien in any Real Property Lease or any interest therein (other than Permitted Liens). There are no Liens on the estate or interest created by any Real Property Lease (other than Permitted Liens). Sellers have delivered to Purchaser a complete and correct and complete copy copies of the Real Property Leases, including together with all amendments, waiversmodifications or supplements, or other changes if any, thereto. The lease identified in Schedule H shall be terminated upon the Closing of this Agreement. (c) To the Knowledge of the Sellers, for the Leased PropertiesProperties are in compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Properties (collectively, the “Real Property Laws”), and the current use or occupancy of the Leased Properties or operation of the Business thereon does not violate any Real Property Laws. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default by any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has not received any notice of violation of any Real Property Law. There is no pending or, to the Knowledge of the Sellers, anticipated change in any Real Property Law that it is in default under will impact the Lease; (vi) no party other than the applicable Company and the identified lessor have Leased Properties or any interest portion thereof in the Leased Properties; andcontinued operation of the Business. There is no pending or, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation Knowledge of the transactions contemplated hereby. Except for the LeasesSellers, none of the Companies has entered into any leases threatened zoning application or subleases proceeding or granted any rights of first refusalcondemnation, rights of reverter, options to purchase eminent domain or rights of occupancy taking proceeding with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Properties. (bd) Each The Leased Properties constitute all interests in real property currently used or currently held for use in connection with the Business or which are necessary for the continued operation of the Business as the Business is currently conducted. (e) The Company (and not any Affiliate thereof) has good and valid marketable title toto all its assets, or a valid leasehold interest in, the assets used by it or located on the Leased Property free and clear of any and all Liens Liens, except for such Liens as: (i) shall be fully released Permitted Liens. Such assets include all assets, rights and cancelled as interests reasonably required for the continued conduct of the Closing Date; or (ii) are approved in writing Business by Purchaser prior to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”)Purchaser. (cf) All tangible personal property owned by the Company, and all of the items of tangible assets of each Company personal property used by the Company, are structurally sound, are in good operating condition and repair, ordinary wear and tear exceptedare adequate for the uses to which they are being put, and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are usable not material in the Ordinary Course of Businessnature or cost.

Real and Personal Property. (a) None Except as disclosed in the Commission Documents, the Company and its Subsidiaries have good and marketable title to the Owned Real Property, free and clear of all Liens, except Permitted Liens. Except as disclosed in the Commission Documents, there are no Liens disclosed on existing policies of title insurance or existing surveys for any Owned Real Property that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Owned Real Property has the benefit of all material easements and rights of way, required to use and operate the Owned Real Property in all material respects in the manner in which the Owned Real Property is currently being used and operated by the Company and its Subsidiaries. Except as disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries has since January 13, 2022 received written notice of any proposed special assessment that would reasonably be expected to materially and adversely affect the Owned Real Property. Except as disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries is party to an agreement leasing, licensing or otherwise granting any Person the right to use or occupy the Owned Real Property, including any subtenants, which lease, license or grant is currently in effect or granted a security interest in the Owned Real Property which security interest is currently in effect (other than Permitted Liens), and the Owned Real Property is not made available for use by any third party. There are not pending or, to the Company’s Knowledge, threatened condemnation proceedings related to any of the Companies own any real property. The Equityholders Owned Real Property which would have delivered a material adverse impact on the ability to Purchaser a correct and complete copy use the Owned Real Property for the operation of the Leases, including amendments, waivers, or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used Business as currently conducted. (b) Except as disclosed in the conduct of the business of Commission Documents, each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Real Property Lease is in full force and effect and is a valid instrument enforceable against valid, legal and binding obligation of the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other or one of its Subsidiaries party thereto, in each case enforceable in accordance with its terms; (iii) all rentsterms against the Company or one of its Subsidiaries and, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), except where the failure to be in full force and effect or a valid, legal and binding obligation would not, individually or in the aggregate, reasonably be expected to have been paid a Material Adverse Effect. Except as disclosed in full; (iv) the Commission Documents, there is no existing material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases in each case if such event would have a material adverse impact on the Equityholders’ Knowledge, ability to use any real property leased by the lessor under Company or any of its Subsidiaries (collectively, the Lease; (v“Leased Real Property”) no Company has received any notice that it is in default under for the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation operation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased PropertiesBusiness as currently conducted. (bc) Each Except as disclosed in the Commission Documents, the Company has good and valid its Subsidiaries have good, marketable and indefeasible title to, or a valid leasehold interest inin or license or right to use, all of the material assets and properties of the Company and its Subsidiaries DOCPROPERTY "CUS_DocIDChunk0" used or held for use in the operation of the Company’s Business, except for assets disposed of in the ordinary course of business, and such material assets and properties constitute all of the material assets and properties of, or used by, the assets used by it or located on Company and its Subsidiaries to operate the Leased Property free and clear of all Liens except for such Liens as: (i) shall be fully released and cancelled as Business of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing Company and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”). (c) All of the tangible assets of each Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable its Subsidiaries in the Ordinary Course of Businesssame manner as presently conducted.

Real and Personal Property. (a) None Real Property. Schedule 3.12(a) sets forth a list of all real properties, other than properties acquired for the development of or exploration for oil and gas resources, owned, leased, or subject to a contract or purchase and sale or lease commitment by Xxxxx, written or oral, (collectively "Real Property"), and with respect to all owned Real Property, a description of the Companies own nature and amount of any real propertyliens, mortgages and encumbrances incurred by Xxxxx affecting such Real Property. The Equityholders have delivered to Purchaser a correct and complete copy of the Leases, including amendments, waivers, or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default by any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except Except as set forth on in Schedule 5.33.12(a), no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures premises and other improvements, and building systems situated within the Leased Properties equipment that are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Properties. (b) Each Company has good and valid title to, owned or a valid leasehold interest in, the assets used leased by it or located on the Leased Property free and clear of all Liens except for such Liens as: (i) shall be fully released and cancelled as of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”). (c) All of the tangible assets of each Company Xxxxx are in good operating condition and repair, subject only to ordinary wear and tear exceptedcustomary within the local trade. To the Knowledge of the Stockholders there is no matter currently pending the effect of which in any material respect would interfere with or prevent the continued use of any of the Real Property for the purposes for which it is now being used or would materially affect the values thereof. (b) Oil and Gas Leases and Xxxxx. Schedule 3.12(b) sets forth a true, correct and complete list of all oil and gas leases and xxxxx in which either Xxxxx or its Affiliates is a party, whether as lessor, lessee, or the owner of any non-cost bearing interest. The interests of either Xxxxx or its Affiliates in all leases listed on such Schedule are valid and subsisting and in full force and effect, and all rentals and other payments now due have been paid. Xxxxx and its Affiliates enjoy and are usable in peaceful and undisturbed possession as to their respective ownership share under each lease so listed in which it is a lessee. Neither Xxxxx nor its Affiliates have received any notice of, and to the Knowledge of the Stockholders, there does not exist, any event of default or event, occurrence or act which, with the giving of notice or the lapse of time or both, would become a default under any such lease, and neither Xxxxx nor its Affiliates have violated any of the terms or conditions under any such lease in any material respect. The real property under the leases referred to in Schedule 3.12(b) is free from material physical defects. Such real property and the fixtures, equipment, and other property attached, situated or appurtenant thereto are in good operating condition and repair, in compliance with all applicable Laws and are adequate and suitable for the purposes for which they are presently being used, except for such matters which in the Ordinary Course aggregate would not have a material adverse effect on the business of BusinessXxxxx.

Real and Personal Property. (a) None of the Companies own No Group Company owns any real property. The Equityholders have delivered to Purchaser . (b) Section 3.18(b) of the Company Disclosure Schedules sets forth a correct true and complete copy list (including street addresses) of all real property leased by any of the Leases, Group Companies (the “Leased Real Property”) and all Real Property Leases pursuant to which any Group Company is a tenant or landlord as of the date of this Agreement. True and complete copies of all such Real Property Leases (including all material amendments, waiversextensions, or other changes renewals and guaranties with respect thereto, for the Leased Properties) have been made available to Tailwind. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Each Real Property Lease is in full force and effect and is a valid instrument enforceable against valid, legal and binding obligation of the applicable Group Company that party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is identified as no material breach or default by any Group Company or, to the tenant thereunderCompany’s knowledge, any counterparty under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The Group Companies’ possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has not been materially disturbed, and to the Equityholders’ KnowledgeCompany’s knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is are no existing default by any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy material disputes with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased PropertiesReal Property Lease. (bc) Each Group Company has good good, marketable and valid indefeasible title to, or a valid leasehold interest inin or license or right to use, all of the material assets used and properties of the Group Companies reflected in the Company Signing Financial Statements or thereafter acquired by it or located on the Leased Property free and clear of all Liens Group Companies, except for such Liens as: (i) shall be fully released and cancelled as assets disposed of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”). (c) All of the tangible assets of each Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course ordinary course of Businessbusiness.

Real and Personal Property. (a) None of the Companies The Company does not own any real property. (b) SECTION 3.17(B) of the Disclosure Letter contains a true and complete list of all real property leased, subleased, licensed or otherwise occupied by the Company (or Seller or any of its Affiliates, on behalf of the Company, with respect to the Company's business) or its personnel as a tenant, subtenant or pursuant to other occupancy arrangements. The Equityholders True and complete copies of all written agreements pertaining to such real property to which the Company (or Seller or any of its Affiliates, on behalf of the Company, with respect to the Company's business) is a party pertaining to such real property (each a "REAL PROPERTY LEASE" and any real property subject to a Real Property Lease, the "LEASED REAL PROPERTY") (other than Real Property Leases which have been terminated or expired and pursuant to which there is not any remaining liability) as of the date hereof have been delivered to Purchaser a correct and complete copy of the LeasesPurchaser. (c) The Company (or Seller or its Affiliates, including amendments, waivers, or other changes thereto, for the if applicable) has valid leasehold estates in all Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: Real Property. (id) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Each Real Property Lease is in full force and effect and a is valid instrument and enforceable against in accordance with its terms (subject to the applicable Company that is identified as the tenant thereunderRemedies Exception), and there is no material default under any Real Property Lease either by the Company (or Seller or its Affiliates, if applicable) or, to the Equityholders’ Seller's Knowledge, the by any other party thereto, in each case in accordance and, to Seller's Knowledge, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material default by the Company (or Seller or its terms; Affiliates, if applicable) thereunder. (iiie) all rentsThere does not exist any pending or, required depositsto Seller's Knowledge, additional rent threatened condemnation or eminent domain proceedings that affect any Leased Real Property, and payments due as the Company (or Seller or its Affiliates, if applicable) has not received any written notice of the Closing Date pursuant intention of any Governmental Authority to the Lease have been paid in full; (iv) there is no existing default by take or use any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has received any notice that it Leased Real Property. All Leased Real Property is in default under the Lease; (vi) no party other than the applicable Company good condition and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating conditionrepair, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased Properties. (bf) Each The Company has good and valid title toto all of its material tangible personal property, or a valid leasehold interest in, the assets used by it or located on the Leased Property free and clear of all Liens except for such Liens as: (i) shall be fully released and cancelled as of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Encumbrances other than Permitted Liens”)Encumbrances. (c) All of the tangible assets of each Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business.

Real and Personal Property. (a) None Section 3.16(a) of the Companies own any real property. The Equityholders have delivered to Purchaser Company Disclosure Schedule sets forth a correct true and complete copy list as of the Leases, including amendments, waivers, or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct date hereof of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings real properties (by name and improvements location) owned by the Company or any of its subsidiaries as of the date hereof (the “Owned Real Property”) and all leased fixtures are held under the Lease; (ii) all leases, subleases, licenses or similar agreement (“Real Property Leases”) pursuant to which the Lease Company or any of its Subsidiaries is a party as of the date hereof with respect to real property leased, licensed, occupied or used by the Company or any of its Subsidiaries (“Leased Real Property”, and collectively with the Owned Real Property, the “Real Property”). Except as would not constitute a Company Material Adverse Effect, the Company or one of its Subsidiaries owns and has good, marketable and valid title to all Owned Real Property and holds a has valid and enforceable leasehold estates in or other rights to use all Leased Real Property (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries, free and clear of all Liens, except for Permitted Liens. None of the Company or its Subsidiaries or, to the Knowledge of the Company, any other Person, is in full force breach or violation of, or default under, any Real Property Lease and effect no event has occurred and no circumstance exists which, if not remedied, would result in such a valid instrument enforceable against the applicable Company that is identified as the tenant thereunderbreach, violation or default (with or without notice or lapse of time, or both). All buildings, structures, improvements, and to fixtures located on the Equityholders’ Knowledge, the other party thereto, in each case Real Property have been maintained in accordance with its terms; (iii) all rentsnormal industry practice, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default by any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company has received any notice that it is in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear condition and tear exceptedrepair without material structural or mechanical defect, and are suitable for the purposes for which they are currently used, except as would not reasonably be expected to have been maintained a Company Material Adverse Effect. There are no parties other than the Company or its Subsidiaries in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out possession of the Leased PropertiesReal Property. There are no pending or, to the Knowledge of the Company or its Subsidiaries, any threatened condemnation, eminent domain or administrative actions affecting any Real Property or any portion thereof. (b) Each Except as would not constitute a Company has Material Adverse Effect, the Company and its Subsidiaries have good and valid title to, or a valid and enforceable rights to use under existing franchises, easements or licenses of, or valid and enforceable leasehold interest interests in, the all of their material tangible personal properties and assets used by it or located necessary to carry on the Leased Property their businesses as currently conducted, free and clear of all Liens Liens, except for such Liens as: (i) shall be fully released and cancelled as of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”). (c) All of the tangible assets of each Company are in good operating condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business.

Real and Personal Property. (a) None of Seller owns the Companies own any real property, easements and other interests in real estate described in the deeds attached hereto in Schedule 1.1(b) (the “Real Property”). The Equityholders have delivered Real Property is not subject to Purchaser a correct and complete copy any outstanding option, right of first refusal or agreement of sale, other than this Agreement. Neither the Leases, including amendments, waivers, or other changes thereto, for the Leased Properties. The Leased Properties and the Leases comprise all leased real property interests and leases and agreements related thereto used in the conduct of the business of each Company as each is currently conducted. With respect to each Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Lease; (ii) the Lease is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case in accordance with its terms; (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Lease have been paid in full; (iv) there is no existing default by any Company, or to the Equityholders’ Knowledge, by the lessor under the Lease; (v) no Company Seller nor Shareholders has received any notice that it is in default under from any governmental authority concerning, or has any knowledge of (A) any special tax, lien or other assessment to be levied against any of the Lease; Real Property or (viB) no party other than the applicable Company and the identified lessor have any interest change in the Leased Properties; and, (vii) except as set forth on Schedule 5.3, no consent is required to be obtained by tax assessment of any Company pursuant to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the Leases, none of the Companies has entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased PropertiesReal Property. (b) Each Company Seller has good and valid title to, not granted any other person any right to use or a valid leasehold interest in, the assets used by it or located on the Leased Property free and clear of all Liens except for such Liens as: (i) shall be fully released and cancelled as occupy any portion of the Closing Date; Real Property, except as such right to use or (ii) are approved in writing by Purchaser prior to the Closing occupy is specifically identified and listed described in Schedule 5.26 (such listed Liens being referred to herein as the “Permitted Liens”1.1(b). (c) All To the best of the tangible assets Seller’s or Shareholders’s knowledge, there is no action, pending or threatened, to change the zoning or building ordinances or any other laws, rules, regulations or ordinances affecting the Real Property. (d) Seller has not received any notices of each Company any violation of any applicable federal, state or local laws, ordinances or regulations with regard to the Real Property, which have not been finally resolved. (e) There are in good operating condition and repairno condemnation, ordinary wear and tear exceptedenvironmental, zoning or other land use regulation proceedings, either instituted or, to the knowledge of the Seller or Shareholders, planned to be instituted, that would affect the Real Property. (f) All buildings, structures, and equipment that are usable a part of the Purchased Assets and purportedly located within easements lie, where the easement is upon an expressly defined space, wholly within the boundaries of such easements. (g) None of the buildings, structures or equipment that are a part of the Assets, nor the operation and maintenance thereof, violates any restrictive covenant other than such violations, if any, which are not, individually or in the Ordinary Course aggregate, reasonably likely to have a Material Adverse Effect. (h) Seller has obtained, possesses, and is in compliance with all licenses, permits, approvals, certificates, and other authorizations required by applicable laws for the use and occupancy of Businessthe Real Property as it is currently being utilized, including, without limitation, zoning variances. Seller has not granted any mortgage, pledge, lien, conditional sale agreement, security agreement, encumbrance or other charge on the Real Property which remains outstanding except as specifically disclosed in said Schedule.

Real and Personal Property. (a) None of the Companies own any real property. The Equityholders have delivered to Purchaser Set forth on Schedule 3.8(a) is a correct true and complete copy list, containing the address and legal description, of each parcel of (i) Seller Fee Owned Real Property and (ii) each parcel of real property owned by VEX (clauses (i) and (ii) collectively, the Leases“Fee Owned Real Property”). Except as set forth in Schedule 3.8(a), including amendmentsVEX or Seller, waiversas applicable, has good, valid and indefeasible title in fee to all Fee Owned Real Property, which real property is used or other changes theretoheld by Seller or VEX in connection with the Business, for the Leased Properties. The Leased Properties and the Leases comprise valid leasehold interests in all leased real property interests and leases and agreements related thereto used or held by Seller or VEX (the “Leased Real Property”) in connection with the Business (collectively, the “Subject Real Property”) in each case, except as would not, individually or in the conduct aggregate, materially interfere with the use or occupancy of the business of each Company Subject Real Property as each it is currently conductedbeing used or occupied. With respect VEX or Seller owns or leases all such Subject Real Property free and clear of any Liens except Permitted Liens. (b) Seller has provided Buyers with true and complete copies of all leases pertaining to each Lease: Leased Real Property used or held for use by Seller or VEX in connection with the Business, and any amendments thereto (collectively, the “Real Property Leases”). Except as set forth in Schedule 3.8(b), neither Seller nor VEX, as applicable, has received any written notice from any other party to any Real Property Lease alleging any material breach of such Real Property Lease which has not been withdrawn or cured or any notice of termination or proposed termination or material amendment thereof, nor does Seller have any Knowledge of any proposed termination or material amendment thereof. To the Seller’s Knowledge, no Person other than Seller or VEX, as applicable, named as lessee in such Real Property Lease has any right to use, occupy or lease any portion of the Leased Real Property, except for Permitted Liens, and Seller has no Knowledge of, nor has Seller received any written notice of, any claim of any Person to the contrary. Except as set forth in Schedule 3.8(b), neither Seller nor VEX, as applicable, is (i) all leased buildings and improvements and all leased fixtures are held obligated under the Lease; any right of first refusal, option, lease, sublease or other contractual right to sell, assign, lease or otherwise dispose of any Fee Owned Real Property, or any interest therein, to any Person other than Buyers or (ii) under any contractual obligation to purchase or acquire any interest in any real property. (c) Except as set forth in Schedule 3.8(c)(i) and except for Permitted Liens, to the Lease Seller’s Knowledge, (i) Seller or VEX, as applicable, has fulfilled and performed all its obligations with respect to any material real property interests of VEX used or held by Seller in connection with the Business evidenced by an easement, right-of-way, license or other similar instrument (each being a “Subject Easement”), (ii) each Subject Easement is in full force and effect and a valid instrument enforceable against the applicable Company that is identified as the tenant thereunder, and to the Equityholders’ Knowledge, the other party thereto, in each case parties thereto in accordance with its terms; , (iii) all rents, required deposits, additional rent and payments due as no default or other event has occurred that constitutes a material default of any Subject Easement or otherwise allows (or after notice or lapse of time would allow) revocation or termination thereof or would result in any material impairment of the Closing Date pursuant to rights of the Lease have been paid in fullholder of any Subject Easement; (iv) neither Seller nor VEX have received or issued any written notice from any other party to a Subject Easement alleging any material breach which has not been withdrawn or cured or any notice of termination or proposed termination or material amendment thereof, nor is there is no existing default by any Companyoutstanding proposed termination of, or to the Equityholders’ Knowledgematerial amendment to, by the lessor under the Lease; any Subject Easement, and (v) no Company has received any notice that it is the Subject Easements are sufficient to carry out the operations associated with the Business, in default under the Lease; (vi) no party other than the applicable Company and the identified lessor have any interest all material respects, substantially in the Leased Properties; andmanner as the Business is currently conducted. Seller has provided Buyers with true and complete copies of the documents creating the Subject Easements, (vii) except as set forth and any amendments thereto. The Subject Easements listed on Schedule 5.3, no consent is required to be obtained by any Company pursuant 3.8(c)(ii) are associated with the out-of-service Xxxxxx Pipeline and are not used for the operation of the Business as conducted immediately prior to the Lease in connection with the consummation of the transactions contemplated hereby. Except for the LeasesClosing. (d) Seller hereby confirms that Seller has not had any adverse claim, none of the Companies nor has entered into Seller had any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Properties. No Company has received any notice that the Leased Properties are not validly zoned for their current use and occupancy by such Company under the applicable zoning codes and urban renewal plans or that a Company’s current use of the Leased Properties is not in compliance therewith. No Company has received notice of any pending proposed adverse claim, against Seller’s or threatened condemnationsVEX’s good, planned public improvements, annexations, special assessments, zoning valid and indefeasible title to any Fee Owned Real Property during the period of time in which Seller owned the Fee Owned Real Property or subdivision changes, or other adverse claims affecting the Leased Properties. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Properties are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Each Company has adequate rights of ingress into and egress out of the Leased PropertiesSeller owned VEX. (be) Each Company To the Seller’s Knowledge, VEX or Seller, as applicable, has good title to all owned, and valid title toleasehold interests in all leased, or a valid leasehold interest intangible personal property (including the Tanks (as defined below) and VEX Pipeline) included in the Subject Assets (the “Subject Personal Property”), the assets used by it or located on the Leased Property free and clear of all Liens except for such Liens as: (i) shall be fully released and cancelled as of the Closing Date; or (ii) are approved in writing by Purchaser prior to the Closing and listed in Schedule 5.26 (such listed Liens being referred to herein as the “other than Permitted Liens”). (cf) All Schedule 3.8(f) sets forth a list of all material tanks included in the tangible assets of each Company Subject Assets or otherwise used in the Business (the “Tanks”). The Tanks and the VEX Pipeline (i) are and have been maintained in all material respects in accordance with prudent industry practices; (ii) are in good operating condition and repair, ordinary wear and tear excepted; and (iii) no regularly scheduled maintenance or repair relating to Tanks and VEX Pipeline has been deferred. (g) Except as set forth in Schedule 3.8(g), the Subject Assets (including the Tanks and VEX Pipeline) are adequate and sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property, and are usable in assets necessary to conduct the Ordinary Course of BusinessBusiness as currently conducted.