Common use of Real and Personal Property Clause in Contracts

Real and Personal Property. (a) Section 3.16(a) of the Company Disclosure Letter sets forth a correct and complete list of all real property owned by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.

Real and Personal Property. (a) Section 3.16(a3.14(a) of the Company Disclosure Letter sets forth a correct and complete list of all real property owned Company Owned Real Property showing the address and record titleholder thereof. The Company or a Company Subsidiary has good and marketable fee simple title to all Company Owned Real Property, free and clear of any Liens, other than Permitted Liens. With respect to each parcel of Company Owned Real Property, except as set forth on Section 3.14(a) of the Company Disclosure Letter, to the knowledge of the Company, (i) there are no outstanding options, rights of first offer or rights of first refusal to purchase such parcel or any portion thereof or interest therein, (ii) there is no condemnation or other proceeding in eminent domain, pending or threatened, affecting such parcel or any portion thereof or interest therein, (iii) all obligations of the Company or a Company Subsidiary with regard to all applicable covenants, easements and restrictions affecting such parcel have been and are being performed in all material respects in a proper and timely manner by the Company or any a Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, (iv) such parcel is in compliance with all its tangible properties and assets except for Permitted Liens or minor defects applicable Laws in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liensmaterial respects. (b) Section 3.16(b3.14(b) of the Company Disclosure Letter sets forth a true, correct and complete list of each leaseall leases, subleasesubleases and other occupancy agreements (together with any amendments, license or similar usemodifications and other supplements thereto, co-working service and occupancy Contract (eachcollectively, a the “LeaseCompany Leases”), in accordance with ) pursuant to which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) and the address of such real property (the “Company Leased Real Property”) as of the date of this Agreement). The Company has provided heretofore made available to Parent a correct true and complete copy copies of each such Lease, and all amendments thereto. (c) Company Leases. The Company or a Company Subsidiary has good and valid title to the leasehold estate created under the respective Company Leases, in each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, case free and clear of all any Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all Each of the Company Leases for any Company Leased Real Property is in all material respectsfull force and effect and constitutes a legal, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any the applicable Company Subsidiary that is a party thereto, as applicable, and to Subsidiary. To the Knowledge knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to in default (which has not been previously cured) under any agreementCompany Lease, or nor has any outstanding right notice of first offerdefault been received (which has not been previously cured) by the Company or any Company Subsidiary since January 1, right 2006, except for any such default or notice of first refusal default, individually or option with respect in the aggregate, that has not had and would not reasonably be expected to result in a Company Material Adverse Effect. The terms of the Company Leases have not been modified in any material respect, except to the purchase or sale of any real property or interest thereinextent that such modifications are set forth in the documents previously made available to Parent, and (iii) neither the Company nor any of the Company Subsidiaries is in negotiations with any landlord to cancel or terminate any Company Lease prior to the Knowledge stated maturity date of such Company Lease. (c) Section 3.14(c) of the CompanyCompany Disclosure Letter sets forth a true, there are no pending Proceedings or Proceedings threatened in writing correct and complete list of all leases, subleases and other occupancy agreements pursuant to take all which the Company or any portion of the Company Subsidiary leases or subleases, as applicable, any Company Owned Real Property or Company Leased Real Property or any interest therein portion thereof to any Person (together with any amendments, modifications and other supplements thereto, collectively, the “Company Third Party Leases”). The Company has heretofore made available to Parent true and complete copies of all Company Third Party Leases. Each of the Company Third Party Leases is in full force and effect and constitutes a legal, valid and binding obligation of the Company or the applicable Company Subsidiary. To the knowledge of the Company, neither the Company nor any Company Subsidiary is in default (which has not been previously cured) under any Company Third Party Lease, nor has any notice of default been received (which has not been previously cured) by eminent domain the Company or any condemnation proceeding Company Subsidiary since January 1, 2006, except for any such default or notice of default that, individually or in the aggregate, has not had and would not reasonably be expected to result in a Company Material Adverse Effect. The terms of the Company Third Party Leases have not been modified in any material respect, except to the extent that such modifications are set forth in the documents previously made available to Parent, and neither the Company nor any of the Company Subsidiaries is in negotiations with any tenant or subtenant to cancel or terminate any Company Third Party Lease prior to the stated maturity date of such Company Third Party Lease. (or d) The Company Owned Real Property and the jurisdictional equivalent thereof) Company Leased Real Property constitute all of the real property used by the Company or any sale or disposition Company Subsidiary in lieu thereofthe conduct of their business. (e) The property, plant and equipment of the Company and the Company Subsidiaries has been maintained in reasonable operating condition and repair, ordinary wear and tear excepted, and is in all material respects sufficient to permit the Company and the Company Subsidiaries to conduct their operations in the ordinary course of business consistent with past practice.

Real and Personal Property. (a) Section 3.16(aReal Property. Schedule 4.19(a) of the Company Disclosure Letter sets forth a correct and complete list of all real property properties that are owned by the Company or any Company Subsidiary as of the date of this AgreementCompany Subsidiaries (the "Company Owned Real Property"). Each of the The Company and each Company Subsidiary has good, valid good and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible real properties and assets owned, used or occupied by them except for Permitted Liens such as are no longer used or minor useful in the conduct of its businesses or as have been disposed of in the ordinary and usual course of business and except for defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All Except as set forth in Section 4.19(a) of the Company Disclosure Letter, all such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens and except for (i) statutory Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen incurred in the ordinary and usual course of business for amounts not yet overdue or being contested in good faith, (ii) Liens for Taxes not yet due and payable or being contested in good faith in appropriate proceedings during which collection or enforcement is stayed and (iii) Liens that, in the aggregate, do not and will not materially interfere with the ability of the Company and the Company Subsidiaries to conduct business as currently conducted (any or all of such liens under clauses (i), (ii) or (iii), "Permitted Liens. (b) "). Neither the Company nor any Company Subsidiary has an option to purchase any real property. All of the real property leased by the Company and each of the Company Subsidiaries is identified in Section 3.16(b4.19(a) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which herein referred to as the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “"Company Leased Real Property”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto"). (ci) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all Status of Leases. All leases of the Company Leased Real PropertyProperty are identified in Section 4.19(a)(i) of the Company Disclosure Letter, free and clear true and complete copies thereof have been delivered to Parent. Each of all Liens, other than Permitted Liens. The said leases has been duly authorized and executed by the Company and each or the Company Subsidiary enjoy peaceful party thereto, is in full force and undisturbed possession under all of effect and constitutes the Leases for any Company Leased Real Property in all material respectslegal, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any the Company Subsidiary that is a party thereto, as applicableand is enforceable in accordance with its respective terms, and except to the Knowledge extent that the enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of the Company, the other parties thereto. (e) Neither creditors' rights generally and subject to general principles of equity. The Company or the Company nor Subsidiary party thereto has not received notice of any Company Subsidiary has received default under any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lenderof said leases, nor, to the Knowledge of the Company, is there has any other party alleging that event occurred which, with notice or the Companypassage of time, any Company Subsidiary or both, would give rise to such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to default. To the Knowledge of the Company, no Person, the other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to each of said leases is not in default under any agreementof said leases and there is no event which, with notice or the passage of time, or has any outstanding right of first offerboth, right of first refusal or option with respect would give rise to the purchase or sale of any real property or interest therein, and (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereofsuch a default.

Real and Personal Property. (a) Except as disclosed in Section 3.16(a4.14(a) of the Company Disclosure Letter Schedule, each of the Company and the Company Subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets, free and clear of all Encumbrances. (b) Section 4.14(b) of the Company Disclosure Schedule sets forth (i) a correct true and complete list of all real property owned by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (bii) Section 3.16(b) of the Company Disclosure Letter sets forth a correct true and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which all real property leased by the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leasescollectively, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased "Real Property”) as of the date of this Agreement"). The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreementlease, assignment or similar arrangement under which the Company or any Company Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the Real Property. (c) Each of the Company and the Company Subsidiaries is in compliance in all material respects with the terms of all Real Property leases to which it is a party. (d) Since December 31, 1997, neither the Company nor any Company Subsidiary has received written notice of any material proceedings, claims or disputes affecting any Real Property, and neither the Company nor any Company Subsidiary has received written notice in the past three years, or has any outstanding right of first offerwritten notice which is currently unresolved, right of first refusal or option with respect to the purchase or sale from any Governmental Entity having jurisdiction over any Real Property of any real property threatened suspension, modification or interest thereincancellation of certificates of occupancy or permits required under applicable law to occupy and use any material Real Property assets as presently occupied or used, and the basis of which has not been cured. (iiie) to To the Knowledge knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion the Company's and/or the Company Subsidiaries' use and operation of the Company Leased Real Property as presently conducted is not dependent on a nonconforming use or other waiver from a Governmental Entity, the absence of which would materially limit the use of the Real Property or any interest therein by eminent domain or any condemnation proceeding the operations thereon as presently conducted (or the jurisdictional equivalent thereof) or any sale or disposition unless such waiver has in lieu thereoffact been granted).

Real and Personal Property. (a) Section 3.16(a4.15(a) of the Company Disclosure Letter sets forth Schedule identifies a correct and complete list of all real property owned leased or operated by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary has goodits Subsidiaries (including all leasehold, valid and marketable fee title tosub-leasehold, ground leasehold, or valid leasehold other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects interest in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangementsproperty) (the “Company Leased Real Property”) as that is complete and accurate in all material respects. (b) Neither the Company nor any of the date of this Agreement. The Company has provided Parent its Subsidiaries owns a correct and complete copy of each such Leasefee interest in real property (including any land, and all amendments theretobuildings, structures, improvements, fixtures or easements). (c) The Each of the leases relating to Company Leased Real Property is a valid and each Company Subsidiary, as applicable, have valid subsisting leasehold or sublease interests in all interest of the Company Leased Real Property, or any of its Subsidiaries free of sub-tenancies and clear of all Liens, other occupancy rights and Liens (other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects), and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any of its Subsidiaries, enforceable against the Company Subsidiary that is a party thereto, as applicable, and to the Knowledge or any of the Company, the other parties theretoits Subsidiaries in accordance with its terms. (ed) Neither Other than as set forth in the leases listed in Section 4.15(d) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other of its Subsidiaries is a party to a Lease for or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Company Leased Real Property or any lenderportion thereof or interest therein to any Person (other than pursuant to this Agreement). Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (e) With respect to the Company Leased Real Property: (i) true, correct and complete copies of the Company Real Property Leases have been delivered to Parent prior to the date hereof and such Company Real Property Leases have not been amended or modified since that date; (ii) neither the Company, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any to each Company Subsidiary or such other party, as the case may be, Real Property Lease is in material breach or violation of or default under such Company Real Property Lease, and no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Company Real Property Lease; (iii) none of the Company Leased Real Property has been pledged or assigned by the Company or any of its Subsidiaries or is subject to any Liens (other than pursuant to this Agreement or Permitted Liens); (iv) the Company does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease; and (v) other than as set forth in Section 4.15(e) of the Company Disclosure Schedule, the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any Company Leased Real Property or any portion thereof. (f) Except as would not reasonably be expected tofor Company Intellectual Property, individually or which is the subject of Section 4.16 of this Agreement, the Company and its Subsidiaries have good and valid title to all of their respective assets and personal property (tangible and intangible) that they purport to own, including all assets and personal property reflected in the aggregate, have a Company Material Adverse Effect: Financial Statements (i) other than to the Knowledge of the Company, no Person, other than extent such assets or properties were sold by the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither since the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion date of the Company Leased Real Property Financial Statements in the Ordinary Course of Business) and have valid leasehold interests in all leased personal property, in each case free and clear of all Liens of any kind or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereofcharacter, except for Permitted Liens.

Real and Personal Property. (a) Section 3.16(a) of Neither the Company Disclosure Letter sets forth a correct and complete list of all real property owned by the Company or nor any Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title toowns any real property, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in has owned any real property within the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Lienspast five (5) years. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of and the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases, which Company Leased Real Properties are in all material respects in good operating condition and repair and free from any material defects, reasonable wear and tear excepted. (d) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and each Company Subsidiary have good and marketable title to, or other comparable Contracts rights in, all of the tangible properties and assets that are used in and material to the operation of the business of the Company and each Company Subsidiary, free and clear of all Liens, other than Permitted Liens. (e) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (ef) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (fg) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to To the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither . Neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to . To the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing or otherwise pending to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.

Real and Personal Property. (a) Except as disclosed in -------------------------- Section 3.16(a4.14(a) of the Company Disclosure Letter Schedule, each of the Company and the Company Subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets, free and clear of all Encumbrances. (b) Section 4.14(b) of the Company Disclosure Schedule sets forth (i) a correct true and complete list of all real property owned by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (bii) Section 3.16(b) of the Company Disclosure Letter sets forth a correct true and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which all real property leased by the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leasescollectively, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased "Real Property”) as of the date of this Agreement"). The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) ------------- Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreementlease, assignment or similar arrangement under which the Company or any Company Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the Real Property. (c) Each of the Company and the Company Subsidiaries is in compliance in all material respects with the terms of all Real Property leases to which it is a party. (d) Since December 31, 1997, neither the Company nor any Company Subsidiary has received written notice of any material proceedings, claims or disputes affecting any Real Property, and neither the Company nor any Company Subsidiary has received written notice in the past three years, or has any outstanding right of first offerwritten notice which is currently unresolved, right of first refusal or option with respect to the purchase or sale from any Governmental Entity having jurisdiction over any Real Property of any real property threatened suspension, modification or interest thereincancellation of certificates of occupancy or permits required under applicable law to occupy and use any material Real Property assets as presently occupied or used, and the basis of which has not been cured. (iiie) to To the Knowledge knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion the Company's and/or the Company Subsidiaries' use and operation of the Company Leased Real Property as presently conducted is not dependent on a nonconforming use or other waiver from a Governmental Entity, the absence of which would materially limit the use of the Real Property or any interest therein by eminent domain or any condemnation proceeding the operations thereon as presently conducted (or the jurisdictional equivalent thereof) or any sale or disposition unless such waiver has in lieu thereoffact been granted).

Real and Personal Property. (a) Section 3.16(a) Company or one or more of the Company Disclosure Letter sets forth a correct its Subsidiaries has good and complete list of marketable title to all real material personal property assets owned by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real PropertyOwned Assets”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property), free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (db) Each Lease for any Company Leased Real Property is a valid and binding obligation Section 3.19(b) of the Company Disclosure Letter sets forth a complete list of all real property and interests in real property owned, directly or any indirectly, by Company or its Subsidiaries (the “Owned Real Property”). Company or a Subsidiary that is a party thereto, as applicable, of Company has good and valid fee simple title to the Knowledge Owned Real Property free and clear of any liens or encumbrances other than the Company, the other parties theretoPermitted Liens. (ec) Neither Section 3.19(c) of the Company nor any Disclosure Letter sets forth a true and complete list of all real property leased, subleased or otherwise occupied by Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company its Subsidiaries (the “Leased Real Property or any lenderProperty”) pursuant to written agreements (each, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such a “Lease. (f) ”). Except as would not reasonably be expected tonot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) to the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company a Subsidiary has a good and valid leasehold interest in the Leased Real Property; (ii) Company or a Subsidiary has the right to use and occupancy of the Leased Real Property for the full term of the lease or sublease relating thereto, (ii) each such lease or sublease is a legal, valid and binding obligation, enforceable in accordance with its terms, of Company or a Subsidiary and, to the knowledge of Company, the other parties thereto, and Company and its Subsidiaries have not received or delivered notice of any default (with or without notice or lapse of time, or both) with respect to such lease or sublease and (iii) neither the Company nor any Company Subsidiary is a party of its Subsidiaries has assigned its interest under any such lease or sublease or sublet any part of the premises covered thereby. (d) There are no pending or, to any agreementthe knowledge of Company, or has any outstanding right of first offer, right of first refusal or option threatened condemnation proceedings with respect to the purchase or sale of any real property or interest thereinOwned Assets, and (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of the Company Leased Owned Real Property or Leased Real Property. (e) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, all Permits necessary in connection with the construction upon, and present use and operation of, the Owned Real Property and the lawful occupancy thereof in the business of Company and its Subsidiaries have been issued by the appropriate Governmental Entities. The current use of the Owned Real Property is, in all material respects, in accordance with the certificates of occupancy relating thereto and the terms of any interest therein such Permits. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither Company nor any of its Subsidiaries has received a written notice from any Governmental Entity having jurisdiction over such Owned Real Property that such Owned Real Property is in violation of any Law relating to such Owned Real Property, including setback requirements and zoning restrictions and ordinances, except to the extent that a requirement may be satisfied by eminent domain virtue of being “grandfathered” or any condemnation proceeding otherwise permitted to continue in its current status. (f) Except as, individually or in the jurisdictional equivalent thereof) aggregate, would not reasonably be expected to have a Material Adverse Effect, each parcel of Owned Real Property is supplied with utilities and other services necessary for the operation of such Owned Real Property and premises as the same is currently operated, all of which utilities and other services are provided via public roads or any sale via permanent, irrevocable appurtenant easements benefiting such Owned Real Property. Each parcel of Owned Real Property abuts on, and has direct vehicular access to, a public road, or disposition has access to a public road via a permanent, irrevocable appurtenant easement benefiting the parcel of Owned Real Property, in lieu thereofeach case, to the extent necessary for the conduct of the business of Company and its Subsidiaries as it is currently being conducted.

Real and Personal Property. (a) Section 3.16(a) To the knowledge of the Company Disclosure Letter sets forth a correct and complete list of all real property owned by Company, the Company and/or one or any Company Subsidiary as more of the date of this Agreement. Each of the Company and each Company Subsidiary has good, its Subsidiaries have valid and marketable fee title to, or valid leasehold or sublease interests or other equivalent use and/or occupancy interests incomparable contract rights in or relating to, all of the real property and personal property necessary for the conduct of the business of the Company and its tangible properties and assets except for Permitted Liens or minor defects in titleSubsidiaries, easementstaken as a whole, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of Liens subject to minor imperfections in title that would not materially affect the Surviving Corporation’s use and enjoyment thereof after the Effective Time. Section 4.13(a) of the Company Disclosure Schedule as of the date hereof sets forth a list of all owned real property and real property subject to a Lease. The Company and/or its Subsidiaries has a valid leasehold interest in the leasehold estates and licenses created by the Leases free and clear of Liens, except where such Liens except for Permitted Lienswould not interfere in any material respect with the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted on the leased premises. No consent or approval is required to be obtained under any of the Leases, and no material breach, default or right of termination shall arise under any Lease nor does any landlord or other party have the right to increase the amounts payable or charge any sum under any Lease, in each case in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any affiliates of any of the foregoing is, or has an ownership, financial or other interest in, the landlord under any of the Leases. (b) Section 3.16(b) All of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo Company’s and its Subsidiaries) leases’ material personal property, subleases or otherwise uses or occupies any real property or obtains co-including computers, electronics, leasehold improvements, furnishings, machinery and equipment, is in good repair (ordinary wear and tear excepted), is in good working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Leaseorder and, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge knowledge of the Company, the other parties theretomaterially complies with all applicable Laws. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.

Real and Personal Property. ‌ (a) Section 3.16(a4.14(a) of the Company Seller Disclosure Letter sets forth out a correct true and complete list of all real property (other than the Mining Rights and water rights) owned by the Company or Seller Subsidiaries (the “Owned Real Property”). The Seller Subsidiaries are the owners of all right, title and interest in such real property, free and clear of any Company Subsidiary as of Encumbrances, other than Permitted Encumbrances, except where the date of this Agreement. Each of the Company failure to have such rights, title and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do interest would not and will not reasonably be expected to materially decrease impair the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All the use of such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens.real property.‌ (b) Section 3.16(b4.14(b) of the Company Seller Disclosure Letter sets forth a correct true and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any all real property leased or obtains co-working services from or to subleased by any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) of the Seller Subsidiaries, (the “Company Leased Real Property”), other than leased or subleased mining claims. The applicable Seller Subsidiaries set out in Section 4.14(b) as of the date of this Agreement. The Company has provided Parent Seller Disclosure Letter hold a correct valid and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid enforceable leasehold or sublease interests subleasehold interest in all of the Company applicable Leased Real Property, free and clear of all LiensEncumbrances except for Permitted Encumbrances in accordance with the terms set out in the applicable lease or sublease. All such leases or subleases are valid and in full force and effect, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all none of the Leases for any Company Leased Real Property in all material respectsSeller Subsidiaries nor, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication toSeller’s knowledge, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, thereto is in breach of any material breach covenants, conditions or violation of or default obligations contained therein. The Seller Subsidiaries have the right under valid and subsisting leases to use and control all such Lease. (f) Except as real property, except where the failure to have such right would not reasonably be expected to materially interfere with the use of such real property. Other than as set out in Section 4.14(b) of the Seller Disclosure Letter, the applicable Seller Subsidiaries are in exclusive possession of the Leased Real Property.‌ (c) Other than as set out in Section 4.14(c) of the Seller Disclosure Letter, the Seller Subsidiaries hold valid and enforceable title to, individually or a valid leasehold or subleasehold interest in, all material buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles, inventory and other items of tangible personal property and other assets used in the aggregate, have a Operations and required to conduct the Operations as currently conducted (the “Personal Property”). All of the Personal Property is in reasonable operating condition having regard to its use and age (ordinary wear and tear excepted). All of the Personal Property is located at the Company Material Adverse Effect: (i) to the Knowledge of the Company, no Person, Property other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreement, or finished product inventory which has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.been sent for processing.‌

Real and Personal Property. (a) Section 3.16(a) of the Company Disclosure Letter sets forth a correct and complete list of all real property owned by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary or one or more of its subsidiaries has good, valid good and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all of its tangible properties real and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants personal property and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Propertyassets, free and clear of all Liens, other than Permitted Liens. The Company Encumbrances and each Company Subsidiary enjoy peaceful and undisturbed possession those Liens to be released under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable LeasesSection 6.14. (db) Each Lease for As of the date of this Agreement, the Company and its subsidiaries do not own any real property. (c) Section 4.13(c) of the Company Leased Real Property is Disclosure Letter sets forth a valid true and binding obligation complete list, as of the date of this Agreement, of each lease, sublease, license, colocation agreement or other occupancy agreement in respect of any real property to which the Company or any Company Subsidiary that of its subsidiaries is a party as lessee, sublessee, licensee or occupant (each such lease, sublease, license, colocation agreement or other occupancy agreement, together with any amendments thereto, as applicableand any lease, sublease, license, colocation agreement or other occupancy agreement entered into after the date hereof that would have been required to be listed on Section 4.13(c) of the Company Disclosure Letter, a “Real Property Lease” and the real property demised under or subject to each Real Property Lease, a “Leased Property”). Complete and accurate copies of each Real Property Lease have been delivered to Parent, and no such Real Property Lease has been modified, amended, waived or terminated since the date of such delivery. With respect to the Knowledge Leased Properties, except as set forth in Section 4.13(c) of the CompanyCompany Disclosure Letter, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge as of the Companydate of this Agreement, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to the Knowledge of the Companyeach Real Property Lease is valid, no Person, other than binding and in full force and effect and is enforceable by the Company or any Company Subsidiaryone of its subsidiaries (as applicable) against the other party or parties thereto in accordance with its terms, possesses, uses or occupies all or any portion of any Company Leased Real Propertysubject to the Bankruptcy Exceptions, (ii) neither the Company nor any Company Subsidiary or one of its subsidiaries (as applicable) has performed all material obligations required to be performed by it under each Real Property Lease and is a party to any agreementnot (with or without notice or lapse of time, or has both) in breach or default in any outstanding right of first offermaterial respect thereunder beyond any applicable cure period, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to the Knowledge of the Company, there are no pending Proceedings other party to any Real Property Lease is (with or Proceedings threatened without notice or lapse of time, or both) in writing breach or default in any material respect thereunder, (iv) the delivery and execution of this Agreement and the consummation of the transactions contemplated hereunder do not require the consent of the landlord or any other person under any such Real Property Lease (v) none of the Company or its subsidiaries have subleased, licensed or otherwise granted anyone the right to take all use or occupy any Leased Property or any portion thereof or have collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein, and (vi) the Company has not received written notice of any expropriation, condemnation or other proceeding in eminent domain pending or, to the Knowledge of the Company, threatened, affecting any portion of a Leased Property. (d) Except for the Real Property Leases and the Leased Properties, none of the Company Leased Real Property or any of its subsidiaries occupy, are legally obligated for, have an interest therein in, or otherwise use, any land, buildings, facilities, locations or offices, and nor do they have any rights or obligations to acquire such interests. (e) The assets, properties and rights owned by eminent domain the Company and its subsidiaries, including the Contracts to which the Company or any condemnation proceeding of its subsidiaries is a party, comprise all of the assets, properties and rights utilized by the Company and its subsidiaries in the operation of its business as presently conducted, and are sufficient in all material respects to permit the Company and its subsidiaries to operate their businesses as presently conducted. No Unitholder nor any of their affiliates (other than the Company and its subsidiaries) owns or has any interest in any of the jurisdictional equivalent thereof) assets, properties or rights utilized by the Company or any sale or disposition of its subsidiaries in lieu thereofthe operation of their businesses as presently conducted.

Real and Personal Property. 11.1. The Company (ai) Section 3.16(ahas good and valid title to all Properties which it purports to own, and (ii) of the Company Disclosure Letter sets forth a correct and complete list of all real property owned by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of owns such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are Properties free and clear of all Liens (except for current year ad valorem taxes and Permitted Liens). All of the Properties, whether owned or leased, are in the possession and control of the Company. Except as disclosed in the Seller Disclosure Schedule, no affiliate of the Company, has any claim or interest in any of the Properties that are used or useful in the business conducted by Company in any operations that are similar to or competitive with that business, even if geographically distant. (b) Section 3.16(b) 11.2. The Company does not own any real property. 11.3. The Seller Disclosure Schedule contains a true and correct description of the Company Disclosure Letter sets forth a correct and complete list of each leaseLeasehold Property, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which including all improvements located thereon. The Leasehold Property constitutes the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any only leased real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this AgreementCompany. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation lease for such property, copies of which are attached to the Seller Disclosure Schedule. 11.4. The Company is current with respect to all payments due under such lease and it has complied in all material respects with its obligations under such lease, and there are no material defaults on the part of the Company or any Company Subsidiary that is a party thereto, as applicableCompany, and to the Knowledge knowledge of Principal Sellers on the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, part of any other party under such lease that remain uncured and no condition exists which, with the lapse of time or giving of notice, or both, would give rise to a Lease for any Company Leased Real Property material default under such lease. The Buyer has been furnished with true, correct and complete copies of the lease concerning the Leasehold Property. No condemnation or any lender, norsimilar actions are currently in effect or pending or, to the Knowledge knowledge of the CompanyPrincipal Sellers, is there threatened against any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale part of any real property or interest therein, and (iii) to leased by the Knowledge Company. To the knowledge of the CompanyPrincipal Sellers, there are no pending Proceedings encroachments, leases, easements, covenants, restrictions, reservations or Proceedings threatened other burdens of any nature which might impair in writing to take all any material respect the use of such leased real property in a manner consistent with past practices nor does any part of any building structure or any portion other improvement thereon encroach on any other property. 11.5. The present zoning, subdivision, building and other ordinances and regulations applicable to the Leasehold Property permit the continued operation, use, occupancy and enjoyment of such real property consistent with past practices, and, with respect to such leased real property. 11.6. The Company is in compliance in all material respects with, and has received no notices of violations of, any applicable zoning, subdivision or building regulation, ordinance or other similar law, regulation, or requirement. The Company has all rights and easements necessary for public ingress thereto and egress therefrom and for the provision of all utility services thereto, including any required curb cut or street opening permits or licenses for vehicular access over presently existing roads and driveways. 11.7. The Properties are in good operating condition and repair, ordinary wear and tear excepted, and the Properties include all rights, interests in properties, and assets necessary to permit the Company to continue its business after the Closing Date as presently conducted. The Company has only conducted the Business under such names and at such locations as are identified in the Sellers Disclosure Schedule and all of the Properties are currently located at those locations identified on the Sellers Disclosure Schedule. 11.8. The Leasehold Property complies with any requirements including security standards specified in the Facility Security Clearance that are applicable to the Company Leased Real Property in its capacity of a government contractor or any interest therein by eminent domain or any condemnation proceeding sub-contractor making it eligible for access to classified information and which are set forth in the National Industrial Security Program (or NISP) and the jurisdictional equivalent thereof) or any sale or disposition in lieu thereofNational Industrial Security Program Operating Manual (NISPOM).

Real and Personal Property. The Company does not own any real property. Schedule 4.9A attached hereto (the “Real Properties Schedule”) lists the common street addresses of all real properties and interests therein leased by the Company, and Schedule 4.9B attached hereto (the “Real Properties Encumbrances Schedule”) lists the mortgages, pledges, liens or security interests affecting such real properties and interests therein. Except as set forth in Schedule 4.9A or Schedule 4.9B: (a) Section 3.16(a) the Company has a valid leasehold estate to each of the Company Disclosure Letter sets forth a correct respective real properties listed in the Real Properties Schedule and complete list of has good title to all real property tangible personal properties and other assets shown as owned by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company on its books and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible records (except for properties and assets except for Permitted Liens acquired under installment purchase contracts or minor defects held pursuant to the leases disclosed in titlethe Contracts Schedule or not required to be disclosed in such Schedule), subject to easements, restrictive covenants conditions and similar encumbrances restrictions of record, taxes not yet due and payable, rights of way, zoning regulations and occupancy permit requirements and matters disclosed on the Real Properties Encumbrances Schedule, which are not material, individually or impediments that, in the aggregate, do not ; (b) with respect to each leased and will not materially decrease subleased parcel of the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties real property in which the Company has a leasehold or any of subleasehold interest as set forth in Schedule 4.9A (the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “LeaseLeases”), each of the Leases is in full force and effect and the Company holds a valid and existing leasehold or subleasehold interest under each of the Leases. Sellers have delivered to Buyer complete and accurate copies of each of the Leases including all amendments and modifications thereto. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect in accordance with which and subject to its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies and other matters affecting the landlord’s interests; (ii) neither the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that to the Company, any Company Subsidiary or such other party, as the case may beLease, is in material breach or violation default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iii) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer and there are no disputes between the parties to the Lease; (iv) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease; and (v) the transactions contemplated by this Agreement do not require the consent of any party to such Lease (or if such consent is required, Sellers shall deliver such consent to Buyer prior to the Closing). (fc) Except All components of all buildings, equipment, structures and other improvements included within the real property as would not reasonably be expected toset forth in Schedule 4.9A (the “Improvements”) are in good repair and in good condition to operate the Company’s businesses as currently operated. To the Company’s Knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, have interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems, as installed and operating, are sufficient to enable the real properties set forth in Schedule 4.9A to be used and operated in the manner currently being used and operated. Each Improvement has direct access to a public street adjoining the real properties on which such Improvement is situated over the driveways and accessways currently being used in connection with the use and operation of such Improvement and no existing accessway crosses or encroaches upon any property or property interest. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the real properties set forth in Schedule 4.9A. (d) Except as set forth on Schedule 4.9B, the Company Material Adverse Effect: (i) to has good title to, or a valid leasehold interest in, all real and personal property and assets used in connection with the Knowledge operation of the businesses of the Company, no Personfree and clear of all mortgages, pledges, security interests, encumbrances, charges or other liens (other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (iiPermitted Liens) neither the Company nor any Company Subsidiary is a party and such property and assets are in good working condition subject to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, normal wear and (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereoftear.

Real and Personal Property. (a) Section 3.16(a) of the Company Parent Disclosure Letter sets forth a correct true and complete list of all real property owned owned, leased or licensed by the Company Bank or its Subsidiaries or otherwise occupied by the Bank or any Company Subsidiary as of the date of this Agreement. Each of the Company its Subsidiaries. (b) The Bank and each Company Subsidiary has its Subsidiaries have good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, to all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any material real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, owned by them free and clear of all Liens, except Permitted Liens. To the knowledge of Parent or the Bank, there are no outstanding options, rights of first offer or refusal or other preemptive rights or purchase rights with respect to any such owned real property. There are no pending or, to Parent’s or the Bank’s knowledge, threatened, condemnation or similar proceedings affecting such owned real property or any portion thereof. (c) The Bank and its Subsidiaries have good, valid and marketable title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all material tangible personal property owned by them, free and clear of all Liens (other than Permitted Liens). The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all Each of the Leases for any Company Leased Real Property in Bank and its Subsidiaries has complied with the terms of all material respectsleases to which it is a party, and all such leases are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicablein accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by the Bank or such Subsidiary or, to the Knowledge knowledge of Parent or the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication toBank, any other party to a Lease for any Company Leased Real Property thereto, or any lender, nor, event which with notice or lapse of time or both would constitute such a default by the Bank or such Subsidiary or to the Knowledge knowledge of Parent or the CompanyBank, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may beexcept for any such noncompliance, is default or failure to be in material breach or violation of or default under such Lease. (f) Except as full force and effect that would not reasonably be expected tonot, individually or in the aggregate, reasonably be expected to have a Company Bank Material Adverse Effect: . All rent and other sums and charges due and payable under such leases have been paid in full. Section 3.16(c) of the Parent Disclosure Letter sets forth all material leases of the Bank and its Subsidiaries as of the date hereof. (d) Except as set forth on Section 3.16(d) of the Parent Disclosure Letter, other than (i) to properties for which the Knowledge Bank or any of its Subsidiaries is landlord or sublessor, (ii) properties the Bank or its Subsidiaries own as satisfaction on a debt previously contracted, or (iii) as set forth on Section 3.19 of the CompanyParent Disclosure Letter, there are no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or Persons in possession of any portion of any Company Leased Real Property, (ii) neither of the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property owned or interest thereinleased by the Bank or its Subsidiaries other than the Bank or its Subsidiaries, and (iii) no Person other than the Bank or its Subsidiaries has the right to the Knowledge of the Company, there are no pending Proceedings use or Proceedings threatened in writing to take all or occupy for any purpose any portion of real property owned or leased by the Company Leased Real Property Bank or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereofits Subsidiaries.

Real and Personal Property. (a) Section 3.16(a22(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property (including their street addresses) owned by the Company or any a Subsidiary or which the Company or a Subsidiary hold an ownership interest (the “Owned Real Property”). Except as of the date of this Agreement. Each set forth in Section 22(a) of the Company Disclosure Letter, the Company and each Company Subsidiary has its Subsidiaries have good, valid and marketable fee defensible title to, or valid leasehold or other equivalent use and/or occupancy interests in, to all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which Owned Real Property owned by the Company or any of the Company Subsidiaries has leasehold interestsits Subsidiaries, are free and clear of all Liens Liens, except for Permitted Liens. (b) Section 3.16(b22(b) of the Company Disclosure Letter sets forth a true, correct and complete list of each lease, sublease, license or similar use, co-working service any and occupancy Contract (each, a “Lease”), in accordance with all premises which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”, and together with the Owned Real Property, the “Real Property”). Section (22)(21) as of the Company Disclosure Letter lists all of the Leased Real Property and sets out, in respect of each lease: (i) the municipal address and applicable unit or premises leased; (ii) the date of this Agreement. The Company has provided Parent a correct the lease; (iii) the original and complete copy current parties to the lease; (iv) the area of the space subject to each such Leaselease; (v) the remaining term and any unexpired options to extend or renew (as applicable); (vi) the rent payable thereunder; (vii) the amount of any prepaid rent (if any), and all amendments thereto(viii) the identification of any guarantee or security deposits given in respect of the lease to the extent available. (c) The Company and each Company Subsidiaryits Subsidiaries have good, as applicablevalid and marketable title to, have and/or a valid leasehold and enforceable interest and tenure (whether leasehold, licenced or sublease interests otherwise) in all of the Company Leased Real Property, free including in and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of to the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leasesfixtures thereto. (d) Each Lease for There are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Company Leased Person the right of use or occupancy of any portion of the Real Property is a valid and binding obligation except in favor of the Company or any its Subsidiaries. There are no Persons in possession of such Real Property except the Company Subsidiary that is a party thereto, as applicable, and to the Knowledge or one of the Company, the other parties theretoits Subsidiaries. (e) Neither the The Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other partyand/or its Subsidiaries, as the case may be, enjoys exclusive, peaceful, and quiet possession of the Leased Real Property in accordance with the terms of the lease thereof, is not in material default or breach or violation of or default under such Leaselease, and no event has occurred which, after the giving of notice, with lapse of time, or both, would constitute a default or breach by the Company and/or its Subsidiaries. The Company and/or its Subsidiaries, as the case may be, has timely paid all rent and other sums due and payable under the lease(s) for the Leased Real Property. (f) Except Each Real Property is sufficient for the purpose of the business of the Company and/or its Subsidiaries as would not reasonably be expected presently conducted at such Real Property location, and the Company and its Subsidiaries own, lease or licence all personal property as is necessary for them to conduct their business as presently conducted (collectively, the “Personal Property”), and the Company and its Subsidiaries have good and valid title to, individually or in the aggregatea valid and enforceable interest (whether a leasehold interest or otherwise) in, have a Company Material Adverse Effect: all of such Personal Property. (ig) There are no material suits, actions or proceedings pending or, to the Knowledge Company’s Knowledge, threatened against or affecting any of the Real Property or Personal Property before any Governmental Entity. (h) There are no pending, or to the Company’s Knowledge, no Personthreatened or contemplated condemnation, other than eminent domain or expropriation proceedings with respect to any of the Real Property, or any part thereof, and none of the Company or any Company Subsidiaryof its Subsidiaries has received any notice, possessesoral or written, uses of the intention of any Governmental Entity or occupies all other Person to take or use any Real Property, or any part thereof. (i) No Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any of the Real Property (or any portion thereof or interest therein) or any of any Company Leased Real Property, (ii) neither the material assets owned or leased or otherwise held by the Company nor any Company Subsidiary is a party to any agreementor its Subsidiaries, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property part thereof or interest therein, except in connection with the Arrangement. (j) The Company has not received any written notice of, and (iii) to the Knowledge of the Company’s Knowledge, there are no pending Proceedings disputes regarding boundaries, easements, covenants or Proceedings threatened other matters relating to any of the Real Property. (k) The current uses of the Real Property are lawful and valid under all applicable Law (other than Cannabis Laws) in writing all material respects and the Company has received all requisite permissions authorizing such uses. No Real Property is subject to take all any building or any portion use restriction that would restrict or prevent the business of the Company Leased as currently conducted in the Ordinary Course. Each Real Property is zoned for its current use, and such current use is in all respects a conforming use. No Governmental Entity having jurisdiction over the Real Property has issued, or to the Company’s knowledge, threatened to issue any interest therein by eminent domain notice or order, injunction, judgment, decree, ruling, writ or arbitration award that adversely affects the use or operation of any condemnation proceeding Real Property. (l) To the Company’s Knowledge, all required consents and approvals (including, without limitation, certificates of occupancy) have been obtained in respect of the development of the Real Property and any alteration, extension or the jurisdictional equivalent thereof) or any sale or disposition in lieu other improvement thereof.

Real and Personal Property. (a) Section 3.16(a) of the Company Disclosure Letter sets forth a correct and complete list of all real property owned by the The Company or any a Group Company Subsidiary as of the date of this Agreement. Each of the Company has good and each Company Subsidiary has good, valid and marketable indefeasible fee simple title to, or in the case of Leased Real Properties, a valid leasehold or other equivalent use and/or occupancy interests interest in, all of its tangible properties and assets except for Permitted Liens Owned Real Property or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of Property and the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Tangible Property, free and clear of all Liens, Liens other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respectsNo condemnation Action is pending or, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge knowledge of the Company, threatened with respect to any of the other parties theretoOwned Real Property or Leased Real Property. (eb) Neither Schedule 3.19(b) of the Company nor Disclosure Schedule sets forth the address of each Owned Real Property. Except as set forth on Schedule 3.19(b) of the Company Disclosure Schedule, no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy or collaterally assigned or granted any security interest in any such Owned Real Property or any portion thereof other than Permitted Liens. None of the buildings on the Owned Real Property are in need of maintenance or repairs, ordinary wear and tear and maintenance excepted, that would be material to the Group Companies, taken as a whole. No Group Company Subsidiary is party to any contract or option to purchase any real property or interest in real property. The present use of the Owned Real Property, or any portion thereof, and the improvements erected on the Owned Real Property, do not breach, violate or conflict with in any material respect any Laws, covenants, conditions or restrictions or other agreements of record applicable thereto and binding on a Group Company or the Owned Real Property. (c) Schedule 3.19(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property. The Company has made available to Parent and Merger Sub a true and complete copy of each such Lease document (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). Except as set forth in Schedule 3.19(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) such Lease is a legal, valid, and binding obligation, and is enforceable against the applicable Group Company and, to the Company’s knowledge, the other party thereto and is in full force and effect, subject to General Enforceability Exceptions; (ii) to the Company’s knowledge, no Group Company is in breach or default under such Lease and no event has occurred and no circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default has not been and would not reasonably be expected to be material to the Group Companies, taken as a whole, (iii) no Group Company has received any written communication from, or delivered any written communication to, notice from any other party to a Lease for that such other party intends to terminate, not renew, or renegotiate in any material respect the terms of any such Lease and (iv) except as set forth in Schedule 3.19(c) of the Company Disclosure Schedule, the Group Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Leaseportion thereof. (fd) Except as would not reasonably be expected toThe facilities, machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, related capitalized items and other tangible property that are, individually or in the aggregate, have a material to any Group Company Material Adverse Effect: (ithe “Tangible Property”) are in good operating condition and repair, ordinary wear and tear excepted, subject to continued repair and replacement in accordance with the Knowledge Ordinary Course of Business, are suitable for their intended use, and are adequate to support the business of the CompanyGroup Companies. Since January 1, no Person2020, other than the Company or Tangible Property has been maintained and repaired by a qualified Person and in accordance with prudent industry standards. Since January 1, 2020, there has not been any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither significant interruption in the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to the Knowledge operations of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion business of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or Group Companies due to inadequate maintenance of the jurisdictional equivalent thereof) or any sale or disposition in lieu thereofTangible Property.

Real and Personal Property. (a) Section 3.16(aCompany neither owns nor has ever owned, or is a party to or bound by any Contract to acquire, any real estate. (b) Part 3.6(b) of the Company Disclosure Letter sets forth a correct and complete list of lists all real property owned estate leased by Company as a lessee, sub-lessee, or assignee (the Company or any Company Subsidiary as “Leased Real Property”), including a description of the date of this Agreementpremises leased. Each All Leased Real Property is leased pursuant to valid written leases listed in Part 3.17(a) of the Disclosure Letter. Such leases contain the entire agreement between the landlord of each of the leased premises and Company, and there is no other Contract between the landlord and Company and each affecting such Leased Real Property. Company Subsidiary has good, valid and marketable fee title to, does not relet any Leased Real Property as a lessor or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, sub-lessor. (c) Company’s interest in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are Leased Real Property is owned free and clear of all Liens except for Encumbrances, variances, or limitations of any nature, other than Permitted Liens. (b) Section 3.16(bEncumbrances and as set forth in Part 3.6(c) of the Disclosure Letter. All buildings, plants, and structures owned by Company Disclosure Letter sets forth a correct lie wholly within the boundaries of the Leased Real Property and complete list of each leasedo not encroach upon the property of, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real conflict with the property or obtains co-working services from or to rights of, any other Person (whether as a tenant Person. There are no buildings, structures, fixtures, or subtenant or in accordance with other occupancy or service arrangements) (improvements primarily situated on adjoining property that encroach on any part of the “Company Leased Real Property”) as . Certificates of occupancy are in full force and effect for the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, and Company’s use thereof does not violate any applicable zoning, subdivision, land use, or other Legal Requirement. No Third Party has a right to acquire any interest in Company’s interests in the Leased Real Property. (d) Company owns all tangible personal property reflected as owned in the Interim Balance Sheet free and clear of all LiensEncumbrances, other than Permitted Liens. The Company Encumbrances and each Company Subsidiary enjoy peaceful and undisturbed possession under all as set forth in Part 3.6(d) of the Leases for any Disclosure Letter. All the tangible personal property purchased or otherwise acquired by Company Leased Real Property in all material respects, since the Interim Balance Sheet Date (other than inventory acquired and are using such Company Leased Real Property for sold since the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or Interim Balance Sheet Date in the aggregate, have a Ordinary Course of Business) is owned by Company Material Adverse Effect: (i) to the Knowledge free and clear of the Company, no Personall Encumbrances, other than Permitted Encumbrances and as set forth in Part 3.6(d) of the Disclosure Letter. A copy of the fixed asset register of Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party has been delivered to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest thereinBuyer, and (iii) to the Knowledge it contains a complete and correct list of Company’s fixed assets as of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereofdate specified.

Real and Personal Property. (a) Neither the Company nor any Company Subsidiary owns any real property. Section 3.16(a) of the Company Disclosure Letter sets forth a correct and complete list of all real property owned by the Company or any Company Subsidiary as of within the date of this Agreementpast five (5) years. Each Neither the Company nor any Company Subsidiary retains any liabilities or obligations from any real property set forth on Section 3.16(a) of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted LiensDisclosure Letter. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of and the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases, which Company Leased Real Properties are in all material respects in good operating condition and repair and free from any material defects, reasonable wear and tear excepted. (d) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and each Company Subsidiary have good and marketable title to, or other comparable Contracts rights in, all of the tangible properties and assets that are used in and material to the operation of the business of the Company and each Company Subsidiary, free and clear of all Liens, other than Permitted Liens. (e) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (ef) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (fg) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to To the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither . Neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to . To the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing or otherwise pending to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.

Real and Personal Property. (a) Section 3.16(a22(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property (including their street addresses) owned by the Company or any a Subsidiary or which the Company or a Subsidiary hold an ownership interest (the “Owned Real Property”). Except as of the date of this Agreement. Each set forth in Section 22(a) of the Company Disclosure Letter, the Company and each Company Subsidiary has its Subsidiaries have good, valid and marketable fee defensible title to, or valid leasehold or other equivalent use and/or occupancy interests in, to all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which Owned Real Property owned by the Company or any of the Company Subsidiaries has leasehold interestsits Subsidiaries, are free and clear of all Liens Liens, except for Permitted Liens.. ‎ (b) Section 3.16(b22(b) of the Company Disclosure Letter sets forth a true, correct and complete list of each lease, sublease, license or similar use, co-working service any and occupancy Contract (each, a “Lease”), in accordance with all premises which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”, and together with the Owned Real Property, the “Real Property”). Section (22)(21) as of the Company Disclosure Letter lists all of the Leased Real Property and sets out, in respect of each lease: (i) the municipal address and applicable unit or premises leased; (ii) the date of this Agreement. The Company has provided Parent a correct the lease; (iii) the original and complete copy current parties to the lease; (iv) the area of the space subject to each such Leaselease; (v) the remaining term and any unexpired options to extend or renew (as applicable); (vi) the rent payable thereunder; (vii) the amount of any prepaid rent (if any), and all amendments thereto(viii) the identification of any guarantee or security deposits given in respect of the lease to the extent available. (c) The Company and each Company Subsidiaryits Subsidiaries have good, as applicablevalid and marketable title to, have and/or a valid leasehold and enforceable interest and tenure (whether leasehold, licenced or sublease interests otherwise) in all of the Company Leased Real Property, free including in and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of to the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leasesfixtures thereto. (d) Each Lease for There are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Company Leased Person the right of use or occupancy of any portion of the Real Property is a valid and binding obligation except in favor of the Company or any its Subsidiaries. There are no Persons in possession of such Real Property except the Company Subsidiary that is a party thereto, as applicable, and to the Knowledge or one of the Company, the other parties theretoits Subsidiaries. (e) Neither the The Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other partyand/or its Subsidiaries, as the case may be, enjoys exclusive, peaceful, and quiet ‎possession of the Leased Real Property in accordance with the terms of the lease thereof, is in material not ‎in default or breach or violation of or default under such Lease.lease, and no event has occurred which, after the giving of ‎notice, with lapse of time, or both, would constitute a default or breach by the Company and/or ‎its Subsidiaries. The Company and/or its Subsidiaries, as the case may be, has timely paid all ‎rent and other sums due and payable under the lease(s) for the Leased Real Property.‎ (f) Except Each Real Property is sufficient for the purpose of the business of the Company and/or its ‎Subsidiaries as would not reasonably be expected presently conducted at such Real Property location, and the Company and its Subsidiaries own, lease or ‎licence all personal property as is necessary for them to conduct their business as presently ‎conducted (collectively, the “Personal Property”), and the Company and its Subsidiaries have ‎good and valid title to, individually or in the aggregatea valid and enforceable interest (whether a leasehold interest or ‎otherwise) in, have a Company Material Adverse Effect: all of such Personal Property. (ig) There are no material suits, actions or proceedings pending or, to the Knowledge Company's Knowledge, ‎threatened against or affecting any of the Real Property or Personal Property before any ‎Governmental Entity.‎ (h) There are no pending, or to the Company’s Knowledge, no Personthreatened or contemplated condemnation, other than eminent domain or ‎expropriation proceedings with respect to any of the Real Property, or any part thereof, and none of the Company or any Company Subsidiaryof its Subsidiaries has received any notice, possessesoral or written, uses of the intention of any Governmental Entity or occupies all other Person to take or use any Real Property, or any part thereof. (i) No Person has any right of first refusal, undertaking or commitment or any right or privilege ‎capable of becoming such, to purchase any of the Real Property (or any portion thereof or ‎interest therein) or any of any Company Leased Real Property, (ii) neither the material assets owned or leased or otherwise held by the Company nor any Company Subsidiary is a party to any agreement‎or its Subsidiaries, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property part thereof or interest therein, except in connection with the ‎Arrangement.‎ (j) ‎The Company has not received any written notice of, and (iii) to the Knowledge of the Company’s Knowledge, there are no pending Proceedings disputes regarding boundaries, easements, covenants or Proceedings threatened other ‎matters relating to ‎any of the Real Property.‎ (k) The current uses of the Real Property are lawful and valid under all applicable Law (other than Cannabis Laws) in writing all material respects and the Company has received all requisite ‎permissions authorizing such uses.‎ No Real Property is subject to take all any building or any portion use restriction that would restrict or prevent the business of the Company Leased as currently conducted in the Ordinary Course. Each Real Property is zoned for its current use, and such current use is in all respects a conforming use. No Governmental Entity having jurisdiction over the Real Property has issued, or to the Company's knowledge, threatened to issue any interest therein by eminent domain notice or order, injunction, judgment, decree, ruling, writ or arbitration award that adversely affects the use or operation of any condemnation proceeding Real Property. (l) To the Company’s Knowledge, all required consents and approvals (including, without limitation, certificates of occupancy) have been obtained in respect of the ‎development of the ‎Real Property and any alteration, extension or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.other ‎improvement thereof.‎

Real and Personal Property. (a) Section 3.16(a5.15(a) of the Company Selling Companies Disclosure Letter Schedules sets forth a correct complete and complete accurate list as of the date of this Agreement of (i) addresses of all real property owned by the Selling Companies or any of their Subsidiaries (the “Real Property”) and (ii) all loans secured by mortgages encumbering the Real Property. The applicable Selling Company or the applicable Subsidiary of the Selling Companies owns fee simple title to all of the Real Property and such Real Property is (A) free and clear of Liens other than Permitted Liens and (B) not subject to any Company Subsidiary easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of interest in title, which prohibit or materially adversely restrict the use of such Real Property as currently used by the Selling Companies or their Subsidiaries. (b) The Real Property complies in all material respects with the requirements of all applicable building, zoning, subdivisions, health, safety and other land use Laws (collectively, the “Real Property Regulations”), except where noncompliance would not prohibit or materially adversely restrict the use of such Real Property as currently used by the Selling Companies or their Subsidiaries. Except as listed in Section 5.15(b) of the Selling Companies Disclosure Schedule and for any material violation, since January 1, 2003 that has not been cured, none of the Selling Companies or any of their Subsidiaries has received notice from any Governmental Authority that it is in material violation of any Law affecting any portion of the Real Property. (c) Section 5.15(c) of the Selling Companies Disclosure Schedule sets forth a list of all real property leased by the Selling Companies or any of their Subsidiaries as of the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) Agreement (the “Company Leased Real Property”). True and complete copies of all leases relating to Leased Real Property identified on Section 5.15(c) as of the date of this AgreementSelling Companies Disclosure Schedule (the “Leases”) have been made available to Parent and Merger Subs. The Company has provided Parent a correct and complete copy of With respect to each such Lease, except as would not reasonably be expected to prohibit or materially adversely restrict the use of such Leased Real Property as currently used by the Selling Companies and all amendments thereto.their Subsidiaries: (ci) The a Selling Company or a Subsidiary of the Selling Companies, as applicable, has a valid and each enforceable leasehold interest to the leasehold estate in the Leased Real Property granted to such Selling Company or such Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, pursuant to each pertinent Lease free and clear of all Liens, Liens other than Permitted Liens. The , subject only to the landlord’s right of reversion under such Leases; (ii) each of said Leases has been duly authorized and executed by a Selling Company and each Company or such Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party theretoSelling Companies, as applicable, and to the Knowledge is in full force and effect; (iii) none of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property Selling Companies or any lenderof the Subsidiaries is in material default under any of said Leases, nor, to the Knowledge of the CompanySelling Companies, is there has any other party alleging that event occurred which, with notice or the Companypassage of time, any or both, would give rise to such a material default by the applicable Selling Company Subsidiary or such other partySubsidiary, as the case may be, is in material breach or violation of or default under such Lease.applicable; (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (iiv) to the Knowledge of the CompanySelling Companies, no Personlandlord is in material default under any of said Leases, other than the Company or any Company Subsidiarynor, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to the Knowledge of the CompanySelling Companies, there are no pending Proceedings has any event occurred which, with notice or Proceedings threatened the passage of time, or both, would give rise to such a material default by a landlord; and (v) except with respect to the Senior Indebtedness and except as listed in writing to take all Section 5.15(c) of the Selling Companies Disclosure Schedule, none of the Selling Companies or any portion of their Subsidiaries have assigned, sub-let, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease. (d) Except as set forth on Section 5.15(d) of the Selling Companies Disclosure Schedule or as specifically disclosed in either the Company Leased Real Property Balance Sheet or the Fluent Balance Sheet, and except with respect to leased personal property, the Selling Companies and each of their Subsidiaries has good title to all of their tangible personal property and assets shown on either the Company Balance Sheet or the Fluent Balance Sheet or acquired after December 31, 2004 (except for assets which have been disposed of since December 31, 2004 in the ordinary course of business consistent with past practice), free and clear of any Liens other than Permitted Liens. (e) Each of the Selling Companies and their Subsidiaries owns all shares of capital stock and other securities held by it, free and clear of any Liens, except for Permitted Liens and to the extent such securities are pledged in the ordinary course of business consistent with past practice to secure obligations of the Selling Companies or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereofof their Subsidiaries.

Real and Personal Property. (a) Section 3.16(a) To the knowledge of the Company Disclosure Letter sets forth a correct and complete list of all real property owned by Company, the Company and/or one or any Company Subsidiary as more of the date of this Agreement. Each of the Company and each Company Subsidiary has good, its Subsidiaries have valid and marketable fee title to, or valid leasehold or sublease interests or other equivalent use and/or occupancy interests incomparable contract rights in or relating to, all of the real property and personal property necessary for the conduct of the business of the Company and its tangible properties and assets except for Permitted Liens or minor defects in titleSubsidiaries, easementstaken as a whole, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of Liens subject to minor imperfections in title that would not materially affect the Surviving Corporation’s use and enjoyment thereof after the Effective Time. Section 4.13(a) of the Company Disclosure Schedule as of the date hereof sets forth a list of all owned real property and real property subject to a Lease. The Company and/or its Subsidiaries has a valid leasehold interest in the leasehold estates and licenses created by the Leases free and clear of Liens, except where such Liens except for Permitted Lienswould not interfere in any material respect with the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted on the leased premises. No consent or approval is required to be obtained under any of the Leases, and no material breach, default or right of termination shall arise under any Lease nor does any landlord or other party have the right to increase the amounts payable or charge any sum under any Lease, in each case in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any affiliates of any of the foregoing is, or has an ownership, financial or other interest in, the landlord under any of the Leases. (b) Section 3.16(b) All of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo Company's and its Subsidiaries) leases' material personal property, subleases or otherwise uses or occupies any real property or obtains co-including computers, electronics, leasehold improvements, furnishings, machinery and equipment, is in good repair (ordinary wear and tear excepted), is in good working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Leaseorder and, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge knowledge of the Company, the other parties theretomaterially complies with all applicable Laws. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) to the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, and (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.

Real and Personal Property. (a) None of the Company nor any Company Subsidiary owns any real property in fee simple. Section 3.16(a3.14(a) of the Company Disclosure Letter Schedule sets forth a correct true and complete list of all real property leased to the Company or any Company Subsidiary (the “Leased Real Property”), and there is no other real property owned, leased or occupied by the Company or any of the Company Subsidiaries. (b) A complete and accurate copy of each lease under which the Company or any Company Subsidiary is lessee of any of the Leased Real Property, including amendments thereto, has been made available in the Data Room to Parent and all such leases are listed on Section 3.14(b) of the Company Disclosure Schedule. To the Knowledge of the Company, the Company or any applicable Company Subsidiary possesses and quietly enjoys all of the Leased Real Property. (c) With respect to the Leased Real Property, the Company or a Company Subsidiary has an adequate leasehold, license or similar interest in each of the Leased Real Properties free and clear of all Encumbrances, except Permitted Encumbrances or as listed on Section 3.14 (c) of the Company Disclosure Schedule. (d) Except as disclosed in Section 3.14(d) of the Company Disclosure Schedule, the Company is not a party to any lease, assignment or similar arrangement under which the Company is a lessor, assignor or otherwise makes available for use by any third party any portion of its owned real property or Leased Real Property. (e) Section 3.14(e) of the Company Disclosure Schedule sets forth a complete list as of the date specified thereon of (i) all equipment, machinery, motor vehicles, plants and other tangible Personal property owned by the Company or any Company Subsidiary, and (ii) all equipment, machinery, motor vehicles, plants and other tangible personal property leased by the Company or any Company Subsidiary as involving the payment of the date of this Agreementmore than $100,000 per year. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free good and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Propertymarketable title, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. Encumbrances (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: except (i) to the Knowledge of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Propertyliens for current Taxes not yet due, (ii) neither Encumbrances incurred in the Company nor any Company Subsidiary is a party to any agreement, ordinary course of business consistent with past practice which individually and in the aggregate are not material in nature or has any outstanding right amount and do not impair the use of first offer, right such Personal property in the operation of first refusal or option with respect to the purchase or sale of any real property or interest thereinCompany’s business, and (iii) such Encumbrances as required pursuant to the Knowledge of Comerica Loan (such Encumbrances in clauses (i) through (iii) being referred to as “Permitted Encumbrances”)), to the personal property reflected on the Company’s Financial Statements for the fiscal year ended December 31, 2003 as being owned by the Company, there are no pending Proceedings other than properties and assets that have been sold or Proceedings threatened otherwise disposed of either (i) in writing the ordinary course of business since December 31, 2003 and prior to take the date hereof or (ii) after the date hereof consistent with Section 5.1. The Company and the Company Subsidiaries own, or hold under valid leases or licenses, all or any portion personal property, plants, machinery and equipment reasonably necessary for the conduct of the business of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or and the jurisdictional equivalent thereof) or any sale or disposition Company Subsidiaries as it is being conducted on the date hereof. The Company’s and the Company Subsidiaries’ equipment has been reasonably maintained and is in lieu thereofgood condition and repair, reasonable wear and tear excepted.

Real and Personal Property. (a1) Section 3.16(a3.02(i) of the Company Seller Disclosure Letter Schedule sets forth a correct complete and complete accurate list of all real property owned by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company leased, subleased or licensed by or from Seller Bank and each Company Subsidiary has good, valid its Subsidiaries or otherwise occupied by Seller Bank or its Subsidiaries. (2) Seller Bank and its Subsidiaries have good and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, to all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary material real property owned by them (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any “other real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Propertyestate owned”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned real property. There are no pending or, to Seller’s Knowledge any threatened, condemnation or similar proceeding affecting such owned material real property or any portion thereof. (3) Seller Bank or its Subsidiaries have good, valid and marketable title to, or in the case of material leased real property and leased tangible assets, a valid leasehold interest in, all material tangible personal property owned or leased by them, as applicable, free and clear of all Liens (other than Permitted Liens). The Company Each of Seller Bank and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property its Subsidiaries has complied in all material respectsrespects with the terms of all material leases to which it is a party, and all such leases are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicablein accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Seller Bank or such Subsidiary or, to the Knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication toSeller’s Knowledge, any other party to thereto, or any event which with notice or lapse of time or both would constitute such a Lease default by Seller Bank except for any Company Leased Real Property such noncompliance, default or any lender, nor, failure to the Knowledge of the Company, is there any other party alleging be in full force and effect that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected tonot, individually or in the aggregate, reasonably be likely to have a Company Seller Material Adverse Effect: . All rent and other sums and charges due and payable under such material leases have been paid. (i4) to the Knowledge Other than (A) properties for which Seller Bank or its Subsidiaries are landlord or sublessor or (B) properties Seller Bank or its Subsidiaries owns as satisfaction on a debt previously contracted, there are no Persons in possession of the Company, no Person, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither of the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property owned or interest thereinleased by Seller Bank or any of its Subsidiaries other than Seller Bank or any of its Subsidiaries, and (iii) to Seller’s Knowledge, no Person other than Seller Bank or any of its Subsidiaries has the Knowledge of the Company, there are no pending Proceedings right to use or Proceedings threatened in writing to take all or occupy for any purpose any portion of any of the Company Leased Real Property material real property owned or leased by Seller Bank or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereofof its Subsidiaries.

Real and Personal Property. (a) Section 3.16(aPart 3.6(a) lists all real estate owned by each Acquired Company (the “Owned Real Property”), including the legal description, street address, and any tax parcel identification number of each property, and the Acquired Company that owns such property. Sellers have delivered to Buyer copies of the deeds and other instruments by which any Acquired Company Disclosure Letter sets forth a correct acquired the Owned Real Property and complete list copies of all real property owned by title insurance policies, opinions, abstracts, and surveys in the Company possession of Sellers or any Acquired Company Subsidiary as of relating to the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted LiensOwned Real Property. (b) Section 3.16(bPart 3.6(b) of lists all real estate leased by any Acquired Company as a lessee, sub-lessee, or assignee (the Company Disclosure Letter sets forth a correct and complete list of each lease“Leased Real Property” and, subleasetogether with the Owned Real Property, license or similar use, co-working service and occupancy Contract (each, a the “LeaseReal Property”), including a description of the premises leased and the Acquired Company that leases the same. All Leased Real Property is leased pursuant to valid written leases listed in accordance with which Part 3.17(a). Such leases contain the entire agreement between the landlord of each of the leased premises and the Acquired Company, and there is no other Contract between the landlord and any Acquired Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company affecting such Leased Real Property”) . No Acquired Company leases Real Property as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments theretolessor or sub-lessor. (c) The Company Owned Real Property and each Company Subsidiary, as applicable, have valid leasehold or sublease the Acquired Companies’ interests in the Leased Real Property are owned by the respective Acquired Companies free and clear of all Encumbrances, variances, or limitations of any nature, other than Permitted Encumbrances and as set forth in Part 3.6(c). All buildings, plants, and structures owned by any Acquired Company lie wholly within the boundaries of the Company Real Property in question and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. There are no buildings, structures, fixtures, or other improvements primarily situated on adjoining property that encroach on any part of the Real Property. Each parcel of Real Property abuts on, and has direct vehicular access to, a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Real Property and constituting a part thereof. Certificates of occupancy are in full force and effect for each location of 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 any interest in the Owned Real Property or in the Acquired Companies’ interests in the Leased Real Property. There is no existing or proposed plan to modify or realign any street or highway or any existing or proposed eminent domain Proceeding that would result in the taking of all or any part of any parcel of Real Property or that would prevent or hinder the continued use of any such parcel as used by the Acquired Companies. None of the Real Property is located within a flood plain for flood insurance purposes. (d) The Acquired Companies own all tangible personal property reflected as owned in the Interim Balance Sheet (other than inventory sold since the Interim Balance Sheet Date in the Ordinary Course of Business), free and clear of all LiensEncumbrances, other than Permitted LiensEncumbrances and as set forth in Part 3.6(d). The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of All the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted tangible personal property purchased or otherwise acquired by the applicable Leases. Acquired Companies since the Interim Balance Sheet Date (d) Each Lease for any Company Leased Real Property is a valid other than inventory acquired and binding obligation of sold since the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Lease for any Company Leased Real Property or any lender, nor, to the Knowledge of the Company, is there any other party alleging that the Company, any Company Subsidiary or such other party, as the case may be, is in material breach or violation of or default under such Lease. (f) Except as would not reasonably be expected to, individually or Interim Balance Sheet Date in the aggregate, have a Company Material Adverse Effect: (iOrdinary Course of Business) to is owned by the Knowledge Acquired Companies free and clear of the Company, no Personall Encumbrances, other than the Company or any Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein, Permitted Encumbrances and (iii) to the Knowledge as set forth in Part 3.6(d). A copy of the Company, there are no pending Proceedings or Proceedings threatened in writing fixed asset register of each Acquired Company has been delivered to take all or any portion Buyer. Each such register contains a complete and correct list of the fixed assets of the applicable Acquired Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or as of the jurisdictional equivalent thereof) or any sale or disposition in lieu thereofdate specified.