Common use of Real Property; Personal Property Clause in Contracts

Real Property; Personal Property. (a) The Company has a valid leasehold (or subleasehold) interest in, all Real Property and has good and valid title to or a valid leasehold interest in all tangible personal property and other assets reflected in the Company Financial Statements or acquired after the date of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in any real property other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Property. (b) Section 4.14(b) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all Real Property leases to which the Company is a party (the “Real Property Leases”). The Company has made available to Purchaser true, correct and complete AGREEMENT AND PLAN OF MERGER 31 copies of the Real Property Leases, including any amendments or modifications thereto or extensions or terminations thereof. (c) The Company is not in breach of, or in default under, any Real Property Lease, and to the Knowledge of the Company no landlord under any Real Property Lease is in breach of or default under any Real Property Lease. Each Real Property Lease is a valid and binding obligation of the Company and, to the Knowledge of the Company, of each landlord thereto and is in full force and effect. The Company, the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Real Property Lease, as amended. (d) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company are in good operating condition and repair (ordinary wear and tear excepted), and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the conduct of the Company’s business and constitute all of the rights, property and assets necessary to conduct the Company’s business as currently conducted.

Real Property; Personal Property. (a) The Company has a valid leasehold (or subleasehold) interest in, all Real Property and has good and valid title to or a valid leasehold interest in all tangible personal property and other assets reflected in Neither the Company Financial Statements nor any Company Subsidiary owns or acquired after the date of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in has ever owned any real property other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Propertyproperty. (b) Section 4.14(b4.15(b) of the Company Disclosure Schedule Letter sets forth a true true, correct and complete list as of the date hereof of all existing leases, subleases and other agreements (the “Company Real Property leases to Leases”) under which the Company is a party or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Company Leased Real Property LeasesProperty”). The Company has made available to Purchaser Parent true, correct and complete AGREEMENT AND PLAN OF MERGER 31 copies of the all Company Real Property LeasesLeases (including all modifications, including any amendments or modifications thereto or extensions or terminations thereof. (c) The amendments, supplements, waivers and side letters thereto). Each Company is not in breach of, or in default under, any Real Property Lease, and to the Knowledge of the Company no landlord under any Real Property Lease is valid, binding and in breach of or default under any Real Property Lease. Each Real Property Lease is a valid full force and binding obligation of effect and enforceable against the Company or Company Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with its terms, except to the extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws nor or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of each equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). Each Company Real Property Lease has sufficient remaining term thereunder (taking into account any available unexercised renewal or extension options for additional term) to allow the Company and the Company Subsidiaries to continue operations without interruption in the normal course of business. None of the Company or any of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any Company Real Property Lease in any material respect. (c) None of the Company or any of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any Company Real Property Lease in any material respect. To the Knowledge of the Company, no landlord thereto under any Company Real Property Lease is (with or without notice or lapse of time, or both) in breach or default thereunder. Neither of the Company nor any of the Company Subsidiaries has received any notice of default under any Company Real Property Lease which has not been fully cured and is in full force and effectcorrected. The Company, Company or a Company Subsidiary has a good and valid leasehold interest in the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Company Leased Real Property Leasefree and clear of all Liens, except for (A) those reflected or reserved against in the balance sheet of the Company as amendedof June 30, 2020 included in the Company Form 10-Q and (B) Company Permitted Liens. Neither the Company nor a Company Subsidiary has subleased, assigned, licensed or permitted the use or occupancy of all or any part of the Company Leased Real Property by any other party. (d) There are no condemnation proceedings pending, or to the Knowledge of the Company, threatened affecting any portion of the Company Leased Real Property. To the Knowledge of the Company, there are (i) no material defaults under any easements, covenants, restrictions or similar matters affecting any portion of the Company Leased Real Property, (ii) no lawsuits or administrative actions or proceedings alleging violations of any Laws by any Company Leased Real Property, and (iii) no actual or threatened special assessments or reassessments of the Company Leased Real Property, and, in each case, neither the Company nor any Company Subsidiary has received any written notice thereof. Neither the Company nor any Company Subsidiary has granted to any Person any option or right of first refusal to purchase or acquire or lease any portion of the Company Leased Real Property. (e) The buildingsCompany or one of the Company Subsidiaries has legal title to, plantsor a valid and enforceable right to use, structures, furniture, fixtures, machinery, equipment, vehicles all equipment and other items of tangible personal property that is used or held for use in the operation of the business of the Company are or applicable Company Subsidiary in the ordinary course of business, in each case, free and clear of any and all Liens except Company Permitted Liens or Liens that will be released at or before the Effective Time. Such equipment and other tangible personal property is all of the equipment and other tangible personal property that is necessary and sufficient for the operation of the business of the Company or applicable Company Subsidiary in the ordinary course of business as presently conducted or as presently expected to be conducted. All of such equipment and other tangible personal property has been maintained in accordance with normal industry practice, is in good operating condition and repair (ordinary normal wear and tear excepted), and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient suitable for the conduct of the Company’s business and constitute all of the rights, property and assets necessary to conduct the Company’s business as currently conductedpurposes for which it presently is used.

Real Property; Personal Property. (a) The No Wilhelmina Transferred Company has a valid leasehold (or subleasehold) interest in, all nor any of their Subsidiaries owns any Real Property and or is a party to any option, agreement or other document pursuant to which such Wilhelmina Transferred Company or such Subsidiary has good and valid the right or obligation to purchase or acquire title to or a valid leasehold interest in all tangible personal property and other assets reflected in the Company Financial Statements or acquired after the date of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in any real property other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Property. (b) Section 4.14(b) of the Company Disclosure . Schedule 3.8 hereof sets forth a true and complete list as of the date hereof of all each Lease for Real Property leases to which executed by or binding upon the Company is a party Wilhelmina Transferred Companies and their Subsidiaries, as lessor or lessee, sublessor or sublessee, landlord or tenant, or assignor or assignee (the “Real Property Leases”). The Company has made available to Purchaser true, correct and a true and complete AGREEMENT AND PLAN OF MERGER 31 copies description of all Leased Real Property. Each of the Real Property Leases and all leases of personal property to which the Wilhelmina Transferred Companies or any of their Subsidiaries is a party (the “Personal Property Leases”) is legal, including valid and binding and in full force and effect without any amendments material Default thereof by any Wilhelmina Transferred Company or modifications thereto or extensions or terminations thereof. (c) The Company is not in breach ofany Subsidiary thereof or, or in default under, any Real Property Lease, and to the Knowledge of the Company no landlord under or any Control Seller, any other party thereto and each of the Real Property Leases and Personal Property Leases affords the Wilhelmina Transferred Companies or their Subsidiaries (whichever is a party thereto) peaceful and undisturbed possession of the Leased Real Property or Leased Personal Property, as the case may be, which is the subject matter of the applicable Real Property Lease is in breach of or default under any Real Personal Property Lease. Each , subject to the terms and conditions of the Real Property Lease is a valid and binding obligation of the Company and, to the Knowledge of the Company, of each landlord thereto and is in full force and effect. The Company, the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Real or Personal Property Lease, as amended. (d) the case may be. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of Leased Real Property constitutes the Company are in good operating condition and repair (ordinary wear and tear excepted), and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or only Real Property leased by the Company, together Wilhelmina Transferred Companies or their Subsidiaries or otherwise used by the Wilhelmina Transferred Companies or their Subsidiaries in connection with all other properties the operation of their Business as currently conducted and assets as presently proposed to be conducted. Except for the occupancy and use of the CompanyLeased Real Property by the Wilhelmina Transferred Companies or their Subsidiaries, there are sufficient no leases, tenancies, licenses or other rights of occupancy or use for the conduct any portion of the Company’s business and constitute all Leased Real Property, and, except as set forth on Schedule 3.8, no Person or entity other than the Wilhelmina Transferred Companies or their Subsidiaries occupies or uses any portion of the rights, property Leased Real Property. True and assets necessary complete copies of the Real Property Leases have been delivered to conduct the Company’s business as currently conductedPurchaser.

Real Property; Personal Property. (a) Neither the Company nor any Company Subsidiary owns any real property. (b) Section 3.17(b) of the Company Disclosure Schedules sets forth a complete and accurate list of all of the Leased Real Property, including the street address, leased by the Company or any of the Company Subsidiaries. The Company has delivered or made available to Parent a valid leasehold complete and accurate copy of all of the leases, subleases, licenses or other Contracts with respect to the use and occupancy for each parcel of Leased Real Property, together with all amendments, modifications and supplements thereto and assignments and subleases thereof (or subleasehold) interest incollectively, all Real Property the “Company Leases”). The Company and has good and valid title to or the Company Subsidiaries, as applicable, have a valid leasehold interest in all tangible personal property and other assets reflected in Leased Real Property pursuant to the Company Financial Statements or acquired after the date of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance SheetLeases, free and clear of all Liens (except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in any real property other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Property. (b) Section 4.14(b) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all Real Property leases to which the Company is a party (the “Real Property Leases”Liens). The Company has made available and the Company Subsidiaries have not assigned or sublet their interests under any Company Lease to Purchaser trueany other Person. Other than the Leased Real Properties, correct and complete AGREEMENT AND PLAN OF MERGER 31 copies of neither the Real Property Leases, including Company nor any amendments or modifications thereto or extensions or terminations thereof. (c) The Company is not in breach of, or in default under, any Real Property Lease, and to the Knowledge of the Company no landlord under Subsidiaries leases or subleases any Real Property Lease is in breach of or default under any Real Property Leasereal property. Each Real Property Company Lease is a legal, valid and binding obligation of the Company and, to the Knowledge or any of the CompanyCompany Subsidiaries, as applicable, and of each landlord thereto counterparty thereto, and is in full force and effecteffect in accordance with its terms. Neither the Company nor any of the Company Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in material default under any of the Company Leases. No notice of default, not already cured, under any Company Lease is outstanding, and to the Company’s Knowledge, no event has occurred which, with the giving of notice or passage of time, would constitute a material breach or material default under any of the Company Leases. (c) The Company, the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Leased Real Property Lease, as amendedconstitutes all of the real property used or occupied by the Company and the Company Subsidiaries in connection with the conduct of the business of the Company and the Company Subsidiaries. (d) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property Each of the Company are and the Company Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the material tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens. Each material tangible asset of the Company and each of the Company Subsidiaries (i) has been maintained in accordance with normal industry practices and (ii) is in good operating condition and repair (ordinary repair, subject to normal wear and tear excepted), and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or costtear. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the conduct of the Company’s business and constitute all of the rights, property and assets necessary to conduct the Company’s business as currently conducted.

Real Property; Personal Property. (a) The Company has a valid leasehold (or subleasehold) interest in, all Real Property and has good and valid title to or a valid leasehold interest in all tangible personal property and other assets reflected in the Company Financial Statements or acquired after the date of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in nor has it ever owned any real property other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Propertyproperty. (b) Section 4.14(b3.14(b) of the Company Disclosure Schedule sets forth a true true, correct and complete list as of the date hereof of all existing leases, subleases and other agreements (the “Company Real Property leases to Leases”) under which the Company is a party uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Company Leased Real Property LeasesProperty”). The Company has made available to Purchaser Buyer true, correct and complete AGREEMENT AND PLAN OF MERGER 31 copies of the all Company Real Property LeasesLeases (including all modifications, including amendments, supplements, waivers and side letters thereto). Each Company Real Property Lease is valid, binding and in full force and effect and enforceable against the Company, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with its terms, except to the extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws nor or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). Each Company Real Property Lease has sufficient remaining term thereunder (taking into account any amendments available unexercised renewal or modifications thereto or extensions or terminations thereofextension options for additional term) to allow the Company to continue operations without interruption in the normal course of business. (c) The Company is not (with or without notice or lapse of time, or both) in breach of, or in default under, under any Company Real Property Lease, and to Lease in any material respect. To the Knowledge of the Company Company, no landlord under any Company Real Property Lease is (with or without notice or lapse of time, or both) in breach or default thereunder. The Company has not received any notice of or default under any Real Property Lease. Each Company Real Property Lease is which has not been fully cured and corrected. The Company has a good and valid leasehold interest in the Company Leased Real Property free and binding obligation clear of all Liens, except for (A) those reflected or reserved against in the balance sheet of the Company andas of June 30, 2022 and (B) Company Permitted Liens. The Company has not subleased, assigned, licensed or permitted the use or occupancy of all or any part of the Company Leased Real Property by any other party. (d) There are no condemnation proceedings pending, or to the Knowledge of the Company, threatened affecting any portion of the Company Leased Real Property. To the Knowledge of the Company, there are (i) no material defaults under any easements, covenants, restrictions or similar matters affecting any portion of the Company Leased Real Property, (ii) no lawsuits or administrative actions or proceedings alleging violations of any Laws by any Company Leased Real Property, and (iii) no actual or threatened special assessments or reassessments of the Company Leased Real Property, and, in each landlord thereto and is in full force and effectcase, the Company has not received any written notice thereof. The Company, Company has not granted to any Person any option or right of first refusal to purchase or acquire or lease any portion of the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Company Leased Real Property Lease, as amendedProperty. (de) The buildingsCompany has legal title to, plantsor a valid and enforceable right to use, structures, furniture, fixtures, machinery, equipment, vehicles all equipment and other items of tangible personal property that is used or held for use in the operation of the business of the Company in the Ordinary Course of Business, in each case, free and clear of any and all Liens except Company Permitted Liens. Such equipment and other tangible personal property are all of the equipment and other tangible personal property that is necessary and sufficient for the operation of the business of the Company in the Ordinary Course of Business as presently conducted or as presently expected to be conducted. All of such equipment and other tangible personal property has been maintained in accordance with normal industry practice, is in good operating condition and repair (ordinary normal wear and tear excepted), and none is suitable for the purposes for which it presently is used. Section 3.14(e) of such items the Disclosure Schedule sets forth a list of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased all laptops used by the CompanyCompany Employees, which equipment, together with all equipment and other properties tangible property owned by either of Parent or Seller that is located within the Company Leased Real Property or within the remote locations of Company Employees and assets is used or held for use in the operation of the Company, are sufficient for the conduct business of the Company’s business and constitute all of the rights, property and assets necessary to conduct Company shall be deemed owned by the Company’s business as currently conducted.

Real Property; Personal Property. (a) The Company has a valid leasehold (or subleasehold) interest in, all Real Property and has good and valid title to or a valid leasehold interest in all tangible personal property and other assets reflected in Neither the Company Financial Statements or acquired after the date nor any of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in its Subsidiaries owns any real property other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Propertyproperty. (b) Section 4.14(b3.10(b) of the Company Disclosure Schedule sets forth a true complete and complete accurate list as of (i) all of the date hereof of all Leased Real Property leases to which Property, including the street address, leased by the Company is a party or any of its Subsidiaries, and (ii) all of the leases, subleases, licenses and other contracts with respect to the use and occupancy for each parcel of Leased Real Property, together with all amendments, modifications and supplements thereto and assignments and subleases thereof (collectively, the “Real Property Company Leases”). The Company and its Subsidiaries, as applicable, have a leasehold interest in all Leased Real Property pursuant to the Company Leases, free and clear of all Liens (except for Permitted Liens). The Company and its Subsidiaries have not assigned or sublet their interests under any Company Lease to any other Person. Neither the Company nor any of its Subsidiaries leases or subleases any real property. Each Company Lease is a legal, valid and binding obligation of the Company or any of its Subsidiaries, as applicable, and, of each counterparty thereto, and is in full force and effect in accordance with its terms. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in default under any of the Company Leases. No notice of default, not already cured, under any Company Lease is outstanding, and no event has occurred which, with the giving of notice or passage of time, would constitute a material breach or default under any of the Company Leases. There are no pending or, to the Company’s Knowledge, threatened condemnation, expropriation or similar Proceedings against the Company or any of its Subsidiaries or otherwise relating to any Leased Real Property and neither the Company nor any of its Subsidiaries has received any written notice of the same, except for such Proceedings which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect on the use or occupancy of any Leased Real Property affected thereby or otherwise materially impair the business operations as currently conducted at such Leased Real Property. The current uses of each Leased Real Property comply with applicable Laws. Neither the Company nor any of its Subsidiaries has obtained a subordination non-disturbance and attornment or similar agreement with respect to any particular Company Lease from any mortgagee of any landlord of any property subject to a Company Lease whose mortgage ranks in priority to that Company Lease. None of the Company Leases has been assigned by the Company or any of its Subsidiaries in favor of any Person. The Company has made available to Purchaser true, correct the Parent complete and complete AGREEMENT AND PLAN OF MERGER 31 accurate copies of the Real Property all Company Leases, including any amendments or modifications thereto or extensions or terminations thereof. (c) The Company is not in breach of, or in default under, any Leased Real Property Lease, and to the Knowledge constitutes all of the real property used or occupied by the Company no landlord under any Real Property Lease is and its Subsidiaries in breach of or default under any Real Property Lease. Each Real Property Lease is a valid and binding obligation connection with the conduct of the Company and, to the Knowledge business of the Company, of each landlord thereto and is in full force and effect. The Company, the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Real Property Lease, as amended. (d) The buildingsAll Leased Real Property and the related improvements, plantsfacilities, structuresbuilding systems, furnituremachinery and equipment used by the Company and its Subsidiaries in the conduct of their respective businesses have been maintained in accordance with the Company’s and its Subsidiaries’ normal practices and are, fixturestaken as a whole, machineryin reasonably good operating condition and repair and in adequate condition for the operation of the Company’s and its Subsidiaries’ business, equipmentordinary wear and tear excepted. (e) Neither the Company nor any of its Subsidiaries has granted and, vehicles and other items to the Company’s Knowledge, there are no currently outstanding options or rights of tangible personal property first refusal of any third party to purchase or lease the Leased Real Property, or any portion thereof or interest therein. (f) Each of the Company are and its Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the material tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens. Each material tangible asset of the Company and each of its Subsidiaries (i) has been maintained in accordance with normal industry practices and (ii) is in good operating condition and repair (ordinary repair, subject to normal wear and tear excepted), and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or costtear. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the conduct of the Company’s business and constitute all of the rights, property and assets necessary to conduct the Company’s business as currently conducted.

Real Property; Personal Property. (a) The Company has a valid leasehold (or subleasehold) interest in, all Real Property and has good and valid title to or a valid leasehold interest in all tangible personal property and other assets reflected in the Company Financial Statements or acquired after the date of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company Group does not own any interest in any real property other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Property. (b) Section 4.14(bproperty. Schedule 3.12(a) of the Company Disclosure Schedule sets forth a true list of all real properties any member of the Company Group is under contract to purchase (the “Prospective Real Properties”). The Company Group has made available to Parent a true, correct and complete list as copy of the date hereof purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of all Real Property leases to which the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(b) of the Company Disclosure Schedule sets forth a list of all real property leased or subleased or otherwise used or occupied by any member of the Company Group as tenant, lessee, occupant or grantee (the “Leased Real Property Property”, together with a list of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property) (each, a “Lease” and, collectively, the “Leases”). The Company Group has made available to Purchaser Parent a true, correct and complete AGREEMENT AND PLAN OF MERGER 31 copies copy of each Lease. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property Leases, including or any amendments portion thereof and no member of the Company Group has collaterally assigned or modifications thereto granted any other security interest in any Lease or extensions or terminations thereofany interest therein. (c) The Company is not Prospective Real Properties and the Leased Real Properties constitute all interests in breach ofreal property used, occupied or held for use in default under, any Real Property Lease, and to connection with the Knowledge business of the Company Group as it is conducted on the date hereof. To the Company’s Knowledge, there is no landlord under pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property Lease is by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in breach of or default under any the Leased Real Property Lease. Each Real Property Lease is a valid and binding obligation which are the Company’s or another member of the Company and, Group’s obligation to maintain (the Knowledge “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the Company, business of each landlord thereto and is in full force and effect. The Company, the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Real Property Lease, as amendedCompany Group. (d) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of the material tangible assets that are used in the conduct of the business of the Company Group as it is conducted on the date hereof, in each case, free and clear of all Liens (other than Permitted Liens). All such material tangible assets are in good reasonable operating condition and repair (ordinary repair, normal wear and tear excepted), and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the conduct of the Company’s business and of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute all of the rights, property assets that are necessary and assets necessary to conduct are sufficient for the Company’s business operation of the businesses of the Company Group as currently such operations have been conducted.

Real Property; Personal Property. (a) The Company has a valid leasehold (or subleasehold) interest in, all Real Property and has good and valid title to or a valid leasehold interest in all tangible personal property and other assets reflected in the Company Financial Statements or acquired after the date No member of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in Group owns any real property other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Propertyproperty. (b) Section 4.14(b3.7(b) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date hereof of all Real Property leases to which the Company is a party (the “Real Property Leases”). The Company has made available to Purchaser true, correct and complete AGREEMENT AND PLAN OF MERGER 31 list of (i) all real property that is leased by a member of the Company Group as tenant (the “Leased Real Property”) and (ii) all real property which is leased by a member of the Company Group, as lessor, to third parties, or any Leased Real Property which is subleased by a member of the Company Group, as sublessor, to third parties, in each case, as of the date of this Agreement. The Company has delivered or made available to Parent complete copies of all the real property leases, subleases or other agreements (each lease, sublease or other agreement, whether or not entered into prior to, on or after the date hereof, together with all amendments, modifications, supplements, guaranties, exhibits, annexes and schedules relating thereto, a “Real Property Lease”) with respect to each Leased Real Property. No options available to any member of the Company Group have been exercised other than pursuant to a writing included in the Real Property Leases, including any amendments or modifications thereto or extensions or terminations thereof. (c) The Company is not in breach of, or in default under, any Real Property Lease, and . Subject to the Knowledge of the Company no landlord under any Remedies Exception, each Real Property Lease is in breach of or default under any Real Property Lease. Each Real Property Lease full force and effect and is a valid valid, binding and binding enforceable obligation of the member of the Company Group that is a party to such lease and, to the Knowledge of the Company, the other parties thereto. (c) The Company or one of each landlord thereto its Subsidiaries has valid leasehold estates in all Leased Real Property, free and is in full force and effect. The Company, the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Real Property Lease, as amendedclear of all Liens except Permitted Liens. (d) Neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party thereto is) in material default under any Real Property Lease. No written notice of any material default under any Real Property Lease, which default remains uncured, has been sent or received by the Company or any of its Subsidiaries. No conditions or circumstances exist which, with the lapse of time or the giving of notice, or both, would constitute a material default or breach under any Real Property Lease. No Real Property Lease is subject to any material defenses, setoffs, or counterclaims, and no material obligations of any landlords or sub-landlords thereunder are delinquent. (e) Each Leased Real Property is being used in the operation of the business of the Company and its Subsidiaries as currently conducted and is suitable for same, and no other real property is being used or is otherwise reasonably required to operate the business of the Company and its Subsidiaries as currently conducted or is anticipated to be operated pursuant to the terms hereof after the Closing Date. The buildingsCompany or one of its Subsidiaries has exclusive possession of each parcel of the Leased Real Property, plantsother than any occupancy rights granted to third-party owners, structurestenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business. There are no third party contracts in effect to which any of the Company or its Subsidiaries is a party for the performance of any repairs, furniturework, fixturesand/or capital improvements at any Leased Real Property, machineryand there is currently no ongoing construction work in, equipmenton, vehicles or about any Leased Real Property other than normal, immaterial maintenance and other repairs being performed in the ordinary course of business. There are no leasing commissions due from the Company or any of its Subsidiaries with respect to any Leased Real Property. There is no pending, or, to the Knowledge of the Company threatened, condemnation of any part of any Leased Real Property by any Governmental Authority. (f) The Company Group (i) has valid and good title to, or in the case of leased personal property has valid, binding and enforceable leasehold interests in, all items of tangible personal property, except, in each case, where the failure to have such good title or valid, binding and enforceable leasehold interests, individually or in the aggregate, is not and would not reasonably be expected to be material to the Company Group, and (ii) is not subject to any contractual restriction with respect to any items of personal property, except for restrictions that, if violated and enforced, individually or in the aggregate, would not be, or would not reasonably be expected to be material to the Company Group. No personal property of the Company are in good operating condition and repair (ordinary wear and tear excepted)Group, and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the CompanyCompany Group, together with all other properties and assets is subject to any Liens, except for Permitted Liens. All personal property of the CompanyCompany Group, or leased by the Company Group, is in good working order, condition and repair consistent with normal industry standards and subject to ordinary course wear and tear, and conform to all Applicable Law and Permits, except as would not be, or would not reasonably be expected to be material to the Company Group. The assets and properties used or held for use by the Company Group are sufficient for the conduct of the Company’s business and constitute all of the rights, property and assets necessary Company Group to conduct the Company’s and operate its business as currently conductedconducted by the Company Group during the past twelve (12) months.

Real Property; Personal Property. (a) The Company has a valid leasehold (Group does not own any real property. The Company Group is not obligated or subleasehold) interest inbound by any obligations, all options or rights of first refusal or contractual rights to sell, lease or acquire any real property except under the Real Property Leases. (b) Schedule 3.10(b) sets forth a true and has good and valid title to complete list of each lease, sublease, license or similar occupancy agreement (each, a valid leasehold interest in all tangible personal property and other assets reflected in the Company Financial Statements or acquired after the date “Real Property Lease”) under which any member of the Company Balance SheetGroup is lessee, other than properties sublessee or licensee of, or holds, uses or operates, any real property owned by any third Person (the “Leased Real Property”). The Company Group has the right to use all of the Leased Real Property for the full term of each such Real Property Lease (and assets sold any renewal options) relating thereto. The Company Group has not assigned, transferred or otherwise disposed ACTIVE 274341277 pledged any interest in any of in the ordinary course of business since the date Real Property Leases. The applicable member of the Company Balance SheetGroup has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in any real property other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Property. (b) Section 4.14(b) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all Real Property leases to which the Company is a party (the “Real Property Leases”)Liens. The Company has made available to Purchaser true, correct and complete AGREEMENT AND PLAN OF MERGER 31 copies of the each Real Property LeasesLease, including any amendments or modifications thereto or extensions or terminations thereoftogether with all amendments, renewal notices, guarantees and subordination, nondisturbance and attornment agreements thereto. (c) The Company is not in breach of, or in default under, Neither the whole nor any part of the Leased Real Property Leaseis subject to any pending suit for condemnation or other taking by any Governmental Authority, and to the Knowledge of the Company no landlord under any Real Property Lease is in breach of or default under any Real Property Lease. Each Real Property Lease is a valid and binding obligation of the Company and, to the Knowledge of the Company, of each landlord thereto and no such condemnation or other taking is in full force and effectthreatened or contemplated. The Company, use and occupancy of the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Leased Real Property Leaseby the Company Group and the conduct of the Company Group business thereat as presently conducted does not violate in any material respect any applicable Laws (including zoning Laws). There are no leases, as amended. subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Leased Real Property (d) The except under the Real Property Leases). All buildings, plants, structures, furniturefacilities and improvements located on the Leased Real Property, fixturesincluding buildings, machinerystructures, equipmentfacilities and improvements which are under construction (collectively, vehicles “Improvements”) comply in all material respects with valid and other items current certificates of tangible personal property of occupancy or similar Permits to the Company extent required by Laws for the use thereof, and conform in all material respects with all applicable Laws. The Improvements are in all material respects (A) in good operating condition and repair (ordinary wear and tear excepted) and (B) suitable and adequate for continued use in the manner in which they are presently being used. (d) Schedule 3.10(d) sets forth a list of all leases of tangible assets and other personal property of any member of the Company Group as of the date hereof involving annual payments in excess of $12,000 (the “Personal Property Leases”). Except as would not be material to the Company Group, a member of the Company Group has good and valid title to, or in the case of leased tangible assets and other personal property, a valid leasehold interest in (or other right to use), all of the material tangible assets and other personal property that are necessary for the Company Group to conduct the business of the Company Group as it is conducted on the date hereof, in each case, free and clear of all Liens (other than Permitted Liens). All such material tangible assets and other personal property are in good condition and repair, normal wear and tear excepted. All material leased equipment and other personal property of the Company Group is in all material respects in the condition required of such property by the terms of the lease applicable thereto. The buildings, plants, and structure of the Company Group are structurally sound, are in good condition and repair (normal wear and tear excepted), and are adequate for the uses to which they are being put, and none of such items of tangible personal property is buildings, plants, or structures are in need of maintenance or repairs except for ordinary, routine maintenance maintenance, and repairs that are not material in nature or cost. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the conduct of the Company’s business and constitute all of the rights, property and assets necessary to conduct the Company’s business as currently conducted.