Common use of Real Property Clause in Contracts

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns any real property. (b) Section 3.10(b4.13(b) of the Company Disclosure Schedule sets forth Letter contains a true complete and complete accurate list (including street addresses) of all any real property leased leased, subleased or licensed by any of the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and all of the leases, sub-leases, licenses, concessions subleases or other agreementsagreements (collectively, in each case, pursuant to the “Leases”) under which the Company or any of its Subsidiaries leases uses or sub-leases occupies or has the right to use or occupy, now or in the future any real property pursuant to property, which list sets forth each Lease and the address, landlord and tenant for each Lease. The Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been has made available to Parent. Each Parent a complete and accurate copy of all Leases of Leased Real Property Lease is (including all modifications, amendments, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in full force the Leased Real Property, free and effect clear of all Liens other than Permitted Liens. (c) Section 4.13(c) of the Company Disclosure Letter contains a complete and is a validaccurate list of all of the existing Leases granting to any Person, legal and binding obligation of other than the Company or any of its Subsidiaries, as applicableany right to use or occupy, party theretonow or in the future, enforceable any material portion of the Leased Real Property. (d) All of the Leases set forth in accordance with its terms against Section 4.13(b) or Section 4.13(c) of the Company Disclosure Letter are each in full force and effect and neither the Company nor any of its Subsidiaries is in material breach of or its Subsidiariesmaterial default under, as applicableor has received written notice of any material breach of or material default under, any Lease, and, to the Knowledge of the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium no event has occurred that with notice or other Laws affecting generally the enforcement lapse of creditors’ rights and subject to general principles of equity). There is no time or both would constitute a material breach or material default thereunder by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaseother party thereto. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None of The Company operates the Business at the Leased Real Property, and at no other locations, other than client sites. Except for the Leased Real Property, the Company or is not a party to any lease of its Subsidiaries owns any real property, whether as lessor or as lessee, and has no ownership of or other interest in any real property. Section 3.7(a) of the Schedule of Exceptions lists the addresses and the leases relating to each Leased Real Property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “The Leased Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is leases are in full force and effect and the Company holds a valid and existing leasehold interest under such leases free and clear of all Liens, other than Permitted Liens. The Company is a validnot in material default, legal and binding obligation no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under such lease, and no other party to such lease has the right to terminate or accelerate performance under or otherwise modify any of such lease, including upon consummation of Purchaser’s acquisition of the Company or any Shares pursuant to this Agreement. To the knowledge of its Subsidiariesthe Sellers, as applicable, party thereto, enforceable in accordance with its terms against no Person other than the Company has any right to use, occupy or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by lease any of the Company or any of its Subsidiaries under any Leased Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property LeaseProperty. (c) There is no pending or, to the knowledge of the Sellers, threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the Leased Real Property, and the Company has not received any written notice thereof. (d) The buildings and other structures on the Leased Real Property are in good repair, ordinary wear and tear excepted, and fit for the purposes for which they are presently used in all material respects. The Company has rights of egress and ingress with respect to each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except Leased Real Property that is sufficient for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary it to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholebusiness.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) 3.7 of the Company Disclosure Schedule Schedules sets forth the address of each Leased Real Property, and a true true, correct and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant Leases to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which Subsidiary of the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement party (individuallyincluding all amendments, a “extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property Lease,” and collectively, (such Leases the “Real Property Material Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies With respect to each of all the Material Leases: (i) such Real Property Leases have been made available to Parent. Each Real Property Lease is legal, valid, binding and in full force and effect and is a valid, legal and binding obligation of Enforceable against the applicable Group Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company’s Knowledge, against each other party thereto (subject thereto, and no Group Company has subleased, licensed or otherwise granted any right to applicable bankruptcy, insolvency, reorganization, moratorium use or other Laws affecting generally occupy the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of its Subsidiaries or, to the a Group Company’s Knowledgecustomers, any counterparty under any employees and services providers to use, occupy and access the Leased Real Property Lease, and, to in the Ordinary Course of Business); (ii) the applicable Group Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Leased Real Property under such Material Lease has not been disturbed in any manner that would materially disturbed, and to affect the applicable Group Company’s Knowledge, use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land. (b) The Leased Real Property Leaseidentified in Section 3.7 of the Company Disclosure Schedules comprises all of the material real property used in the business of the Group Companies. (c) The Company To the Knowledge of the Company, the buildings, material building components, structural elements of the improvements, roofs, foundations, parking and each loading areas and mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and fire/life safety systems) (collectively, the “Improvements”) included in the Leased Real Property and used by any of the Group Companies in the operation of its Subsidiaries has goodbusiness as currently conducted are, marketable in all material respects, in good working condition and indefeasible title to, or a valid leasehold interest in or license or right to use, all repair and sufficient for the operation of the business by each applicable Group Company as currently conducted. There are no material tangible assets and properties structural deficiencies or material latent defects affecting any of the Company or its Subsidiaries reflected in Improvements and, to the Knowledge of the Company’s consolidated balance sheet as of December 31, 2022 there are no facts or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include conditions affecting any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the ClosingImprovements, except as is not and would not reasonably be expected to bein each case, which would, individually or in the aggregate, interfere with the use or occupancy of the Improvements or any portion thereof in the operation of the Company in a manner that is or would be reasonably expected to be material to the Company and its SubsidiariesCompany, taken as a whole. No Group Company has received written notice of (i) any condemnation, eminent domain or similar Proceedings affecting any parcel of Leased Real Property; (ii) any special assessment or pending improvement liens to be made by any Governmental Entity affecting any parcel of Leased Real Property; or (iii) violations of any building codes, zoning ordinances, governmental regulations or covenants or restrictions affecting any Leased Real Property that would be reasonably expected to result in a Material Adverse Effect. Each parcel of Leased Real Property has direct access to a public street adjoining such Leased Real Property, and such access is not dependent on any land or other real property interest which is not included in the Leased Real Property. None of the Improvements or any portion thereof is dependent for its access, use or operation on any privately owned land, building, improvement or other real property interest which is not included in the Leased Real Property. To the Knowledge of the Company, there are no recorded or unrecorded agreements, easements or encumbrances that materially interfere with the continued access to or operation of the business of the Group Companies as currently conducted on the Leased Real Property.

Real Property. (a) None The Company and the Guarantors do not own any fee simple interest in real property other than as set forth in Section 4.20 of the Schedule of Exceptions (the "Owned Property"). The Company and the Guarantors do not lease or sublease any real property other than as set forth on Schedule 4.20 (the "Leased Property"). The Company has previously made available to the Purchasers a true and complete copy of all of the lease and sublease agreements, as amended to date (the "Leases") relating to the Owned Property and the Leased Property. The Company and each Guarantor enjoys a peaceful and undisturbed possession of the Owned Property and Leased Property. No Person other than the Company or any Guarantor has any right to use or occupy any part of its Subsidiaries owns the Owned Property and the Leased Property. The Leases are valid, binding and in full force and effect, all rent and other sums and charges payable thereunder are current, no notice of default or termination under any real propertyof the Leases is outstanding, no termination event or condition or uncured default on the part of the Company or, to the best of the Company's knowledge, on the part of the landlord, sublandlord, as the case may be, thereunder, exists under the Leases, and no event has occurred and no condition exists which, with the giving of notice, or the lapse of time, or both, would constitute such a default or termination event or condition. There are no subleases, licenses or other agreements granting to any Person other than the Company or the Guarantors any right to possession, use, occupancy or enjoyment of the Premises demised by the Leases. Each Owned Property and Leased Property is used in the conduct of the Company's or the Guarantors' business. (b) Section 3.10(b) Without limiting the generality of the Company Disclosure Schedule sets forth a true representations and complete list warranties given in Section 4.10(a), all permits, licenses, franchises, approvals and authorizations (including street addressescollectively, the "Real Property Permits") of all real property leased by any of the Company or any of its Subsidiaries governmental authorities having jurisdiction over each Leased Property and from all leases, sub-leases, licenses, concessions or insurance companies and fire rating and other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement similar boards and organizations (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”"Insurance Organizations"). True and complete copies of all such Real Property Leases , required have been made available issued to Parent. Each Real the Company and the Guarantors to enable each Leased Property Lease is or Owned Property to be lawfully occupied and used for all the purposes for which they are currently occupied and used and have been lawfully issued and are in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiarieseffect, except for assets disposed of in where the Ordinary Course of Business: (i) Immediately after the Effective Timefailure to possess such permits, the tangible assets (whichlicenses, for the avoidance of doubtfranchises, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not approvals and would not reasonably be expected to beauthorizations, individually or in the aggregate, material could not reasonably be expected to have a Material Adverse Effect. (c) Neither the Company and its Subsidiariesnor the Guarantors have received any notice nor have they any knowledge of any pending, taken as a wholethreatened or contemplated condemnation proceeding affecting any Leased Property or the Owned Property or any part thereof.

Real Property. (a) None of Except the mortgages contemplated by the Onshore Mortgages, the Company or any one of its Subsidiaries owns Subsidiaries, as the case may be, holds record, good, valid, legal and marketable title to the Owned Real Property, free and clear of all material liens, and the land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full. Each Group Company has duly complied in all material respects with all the terms and conditions of, and all of its obligations under, the relevant land use rights contract or certificate or real property purchase contract in relation to any real propertyOwned Real Property owned by it. The Owned Real Property is and remains in conformity in all material respects with all applicable building codes and standards, construction and building, fire prevention, safety, planning or zoning Law. (b) Section 3.10(b) Each of the Company Disclosure Schedule sets forth a true Group Companies has valid leasehold interests in all of their respective Leased Real Property, free and complete list (including street addresses) clear of all real property leased by any material liens, and each lease agreement of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “such Leased Real Property Lease,” and (collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company PropertiesLease Agreements”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease ) is in full force and effect and is a valid, legal binding and binding obligation enforceable. None of the Company Group Companies is delinquent in respect of any rent, rates and other charges for which the tenant is responsible under the Lease Agreements and there exists no default or any event of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company default (or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or bothboth would become a default) would constitute a on the part of any Group Company, as applicable. Each of the Group Companies has observed and performed all restrictions and covenants on the part of the tenant and the conditions contained in the Lease Agreements in all material breach or default under any respects. Each of the Group Companies enjoys peaceful and undisturbed possession of the Leased Real Property under all such Lease Agreements. There are no written or would permit termination oforal subleases, licenses or a material modification or acceleration thereof, by any counterparty agreements granting to any Real Property Lease. The possession and quiet enjoyment other Person the right of use or occupancy of any real property leased by any of the Company or any of its Subsidiaries under any Leased Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property LeaseProperty. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None The Company does not own, directly or indirectly, any Owned Real Estate. (b) Section 4.12(b) of the Company Disclosure Schedule contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each Leased Real Estate (including the date and name of the parties to such Lease). The Company has delivered to Purchaser a true and complete copy of each such Lease. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, with respect to each of the Leases: (i) the Company’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed and, to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) the Company has not received written notice that the Company is subject to any pending claim (x) based upon any provision of any Environmental Laws and arising out of any act or omission of the Company or any of its Subsidiaries owns respective employees, agents or Representatives or (y) arising out of the use, control or operation by the Company of Leased Real Estate from which there was a release of any real propertyHazardous Materials; (iii) the Company has not received written notice of any pending or, to the Knowledge of the Company, threatened condemnation proceeding affecting any Leased Real Estate or any portion thereof or interest therein; and (iv) there are no Encumbrances on the estate created by such Lease other than Permitted Encumbrances. The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein nor has the Company subleased, licensed or otherwise granted any Person a right to use or occupy such Leased Real Estate or any portion thereof. As of the Closing, no brokerage or leasing commissions or other compensation will be due or payable to any Person with respect to or on account of any of the Leased Real Estate. (bc) The Leased Real Estate identified in Section 3.10(b4.12(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) comprise all of all the real property leased by any used or intended to be used in, or otherwise related to, the business of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord subsidiaries. Except as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assetsdisclosed on Section 4.12(b) of the Company or its Subsidiaries will constitute Disclosure Schedule, all buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the tangible assets necessary to conduct the businesses business of the Company Company, and there are no facts or its Subsidiaries immediately after conditions affecting any of the Closing, except as is not and would not reasonably be expected to beImprovements that would, individually or in the aggregate, interfere in any material to respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Company as currently conducted therefrom. Each parcel of the Real Property has direct access to a public street adjoining the Real Property or has access to a public street via insurable easements benefitting such parcel of Real Property, and such access is not dependent on any land or other real property interest that is not included in the Real Property. None of the Improvements or any portion thereof is dependent on its Subsidiariesaccess, taken use or operation on any land, building, improvement or other real property interest that is not included in the Real Property. All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Real Property have been installed and are operational and sufficient for the operation of the business of the Company as currently conducted thereon. The Company’s use or occupancy of the Real Property or any portion thereof and the operation of the business of the Company as currently conducted thereon is not dependent on a whole“permitted non-confirming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any Governmental Authority. None of the Real Property or any portion thereof is located in a flood hazard area (as defined by the Federal Emergency Management Agency).

Real Property. (a) None of the The Company or any of its Subsidiaries owns does not own any real property. (b) The leases and other agreements and documents listed on Section 3.10(b4.9(b) of the Company Disclosure Schedule sets forth a true and complete list Letter (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as ”) are the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default only real property leased by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any has an option to lease (collectively, the “Leased Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property LeaseProperty”). (c) The Company has a good and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to usethe Leased Real Property, free and clear of any and all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31monetary Liens, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closingand, except as is do not have and would not be reasonably be expected likely to behave, individually or in the aggregate, material a Material Adverse Effect on the Company, free and clear of any and all other Liens, except for Permitted Liens. (d) True and correct copies of the Real Property Leases have been delivered or made available for review to the Purchaser. Except as set forth on Section 4.9(b) of the Company Disclosure Letter, the Real Property Leases are unmodified and its Subsidiariesin full force and effect, taken and there are no other material agreements, written or oral, affecting the use and occupancy of the Leased Real Property. Neither the Company nor, to the Knowledge of the Company, any landlord or other party, is in material default under any Real Property Leases beyond any applicable notice and cure period, and, to the Knowledge of the Company, no defaults by the Company or any landlord or other party have been alleged in writing thereunder. The Company has not given or received any written notice of default under any of the Real Property Leases. (e) The Company has not received written notice of, and to the Knowledge of the Company there is not, any Litigation pending (or, to the Knowledge of the Company, threatened) (a) to take all or any portion of the Leased Real Property, or any interest therein, by eminent domain, or (b) to modify the zoning of, or other governmental rules or restrictions applicable to, the Leased Real Property, or the current use thereof, which, in each case with respect to the items referenced in clauses (a) and (b) above, would have or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company. (f) To the Knowledge of the Company, there are no material Contracts with any Governmental Authority affecting the use, ownership or occupancy of Company’s interest in the Leased Real Property. (g) Except as a wholeset forth in the Real Property Leases, the Company has not made or entered into any Contracts to sell, mortgage, pledge or hypothecate, lease, sublease, convey, alienate, transfer or otherwise dispose of or grant any Liens (other than Permitted Liens) on the Leased Real Property, or any portion thereof. Except as set forth in the Real Property Leases, to the Knowledge of the Company, the Leased Real Property is not subject to any outstanding purchase options, and no Person has any right or option to acquire or lease, or right of first refusal with respect to, the Company’s interest in the Leased Real Property or any part thereof.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b4.20(a) of the Company Disclosure Schedule Letter sets forth a true true, correct and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “of all Leased Real Property Lease,” and all Real Property Leases (as hereinafter defined) pertaining to such Leased Real Property. With respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to OmniLit true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company and its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True . (iii) The Company and complete copies its Subsidiaries’, as applicable, possession and quiet enjoyment of all the Leased Real Property under such Real Property Leases have has not been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, materially disturbed and, to the knowledge of the Company’s Knowledge, each other party thereto there are no material disputes with respect to such Real Property Leases. (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). iv) There is no material breach or default by the Company or any of its Subsidiaries or, to the knowledge of the Company’s Knowledge, any counterparty third party under any Real Property Lease, and, to the knowledge of the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, thereof by any counterparty party to any such Real Property Lease. The possession and quiet enjoyment Leases. (v) As of the date of this Agreement, no party, other than the Company or its Subsidiaries, has any real property leased by right to use or occupy the Leased Real Property or any portion thereof. (vi) None of the Company or any of its Subsidiaries under have received written notice of any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property LeaseProperty. (cb) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties None of the Company or any of its Subsidiaries reflected owns any real property in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholefee simple.

Real Property. (a) None Section 3.19(a) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and all Leased Real Property. The Company or one of its Subsidiaries has (i) good and valid title in fee simple to all Owned Real Property and (ii) good and valid leasehold title to all Leased Real Property, in each case, free and clear of all Encumbrances except Permitted Encumbrances. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold and the Company or any of its Subsidiaries owns has not received notice that any real property. parcel of Owned Real Property or Leased Real Property is being condemned, expropriated, re-zoned or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the Company’s knowledge, has any such condemnation, expropriation or taking been proposed. No Person other than the Company and its Subsidiaries has any right to use or occupy the Owned Real Property or Leased Real Property (bor any portion thereof) Section 3.10(b) and there is no Person other than the Company and its Subsidiaries in occupancy or possession of the Company Disclosure Schedule sets forth a true and complete list Owned Real Property or Leased Real Property (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”portion thereof). True The Company has delivered or made available to Parent true and complete copies of all such leases of Leased Real Property Leases have been made available to Parent. Each Real Property Lease is and all amendments and modifications thereto, and all such leases as amended or modified are in full force and effect effect, and is a valid, legal and binding obligation of the Company or there exists no default under any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to such lease by the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledgeknowledge, any counterparty under other party thereto, nor any Real Property Leaseevent which, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) , would constitute a material breach or default under any Real Property Lease or would permit termination ofthereunder by the Company, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbedor, and to the Company’s Knowledgeknowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, other party thereto except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except such defaults as is are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns any real property. (b) . Section 3.10(b) 3.14 of the Company Disclosure Schedule Schedules sets forth a true and complete list (including street addresses) the address of all material real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases holds a leasehold or sub-leases any subleasehold interest or other rights to use or occupy such real property pursuant (such real property, together with buildings, structures, improvements or fixtures thereon, the “Leased Real Property”), as well as the original date of, and names of the parties that are currently party to, each of the Leases pertaining to which such Leased Real Property. A true and complete copy of each of the Company or its Subsidiaries is a tenant or landlord top ten (10) (based on current annual rent amounts) Leases, as in full force and effect as of the date of this Agreement (individuallyhereof, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have has been made available to Parent. Each Real Property Lease is in full force and effect and is The Company or one of its Subsidiaries holds a valid, legal binding and binding obligation enforceable leasehold interest under each of the Leases, and such leasehold interest is free and clear of Liens (other than Permitted Liens). With respect to each Lease and except as would not have a Company or any Material Adverse Effect: (i) to the Knowledge of its Subsidiariesthe Company, as applicable, party thereto, enforceable in accordance with its terms against neither the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or nor any of its Subsidiaries oris in material breach of, to the Company’s Knowledgeor default under, any counterparty under any Real Property LeaseLease to which it is a party, and, to the Company’s Knowledge, and no event has occurred which (or circumstance exists which, with or without notice or lapse the delivery of notice, the passage of time or both) , would constitute such a material breach or default under any Real Property Lease default, or would permit the termination of, or a material the modification or acceleration thereofof rent under, by any counterparty to any Real Property such Lease. The ; (ii) either the Company or the applicable Subsidiary has possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Leased Real Property Lease has not been materially disturbedProperty, and to the Knowledge of the Company’s Knowledge, no Lease has been disturbed and there are no material disputes with respect to any Real Property Lease. Leases; (ciii) The neither the Company and each nor any of its Subsidiaries has good, marketable and indefeasible title to, collaterally assigned or a valid leasehold granted any other security interest in any Lease or license or right to use, all any interest therein that remains effective as of the material tangible assets date hereof; and properties (iv) to the Knowledge of the Company Company, there is no pending or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 threatened condemnation or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include similar action affecting any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeLeased Real Property.

Real Property. (a) None Schedule 4.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a correct and complete list of: (i) all real property owned by the Company or any of its Subsidiaries (together with all buildings, structures, improvements and fixtures located thereon, collectively, the “Company Owned Real Property”), including a description of each vesting deed therefor and the applicable Company Owned Real Property corresponding thereto; (ii) all leases, subleases, licenses or similar occupancy agreements to which the Company or any of its Subsidiaries is a party (collectively, the “Company Real Property Leases”, and all real property subject thereto, including all improvements located thereon, collectively, the “Company Leased Real Property”), including a description of each Company Real Property Lease (including any material amendments thereto); and (iii) to the knowledge of the Company, all easements, rights-of-way or similar instruments under which the Company or any of its Subsidiaries is the named beneficiary that are material to the operation of the businesses of the Company or any of its Subsidiaries owns (collectively, the “Company Real Property Easements”, and the real property subject thereto, including any real propertyimprovements, structures or fixtures located thereon or thereunder, collectively, the “Company Easement Real Property”), including a description of each Company Real Property Easement (including any material amendments thereto). The Company has made available to Parent, in all material respects, a complete copy of each (A) Company Real Property Lease and Company Real Property Easement (including, without limitation, any and all amendments, assignments, guarantees, master leases, ground leases or similar documentation related thereto) and (B) with respect to the Company Owned Real Property, the vesting deeds, the most-recent owner’s title insurance policies and most-recent surveys, in each case of the foregoing clauses (A) and (B), in the possession, or within the reasonable control, of the Company or its Subsidiaries. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the The Company or any of its Subsidiaries applicable Subsidiary (i) has good and valid title to all leasesCompany Owned Real Property and (ii) except as would not reasonably be expected to have, sub-leasesindividually or in the aggregate, licensesa Company Material Adverse Effect, concessions (A) a valid leasehold or subleasehold interest in, or other agreementsvalid right to use or otherwise occupy, each Company Leased Real Property and (B) a valid easement interest in, or other valid right to use or otherwise occupy, each Company Easement Real Property, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as case of the date of this Agreement foregoing clauses (individuallyi) and (ii), a “Real Property Lease,” free and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies clear of all such Real Property Leases have been made available Encumbrances, except Permitted Encumbrances. (c) With respect to Parent. Each each Company Real Property Lease and each Company Real Property Easement: (i) such Company Real Property Lease or Company Real Property Easement is in full force and effect and is a valid, legal valid and binding enforceable obligation of the Company (or any its applicable Subsidiary) and, to the knowledge of its Subsidiariesthe Company, as applicable, each other party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries(subject, as applicable, andto enforceability, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditorsCreditors’ rights and subject to general principles of equityRights). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, ; and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (cii) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to behave, individually or in the aggregate, material a Company Material Adverse Effect, (A) neither the Company nor any of its Subsidiaries, or, to the knowledge of the Company, any other party thereto, is in default under any Company Real Property Lease or Company Real Property Easement, and no event has occurred which, with the delivery of notice, the passage of time or both, would constitute a default thereunder and (B) all amounts due and payable by the Company or any Subsidiary thereof under each Company Real Property Lease and Company Real Property Easement have been paid in full. (d) With respect to each Company Owned Real Property: (i) except as set forth on Schedule 4.14(d)(i) of the Company Disclosure Letter, to the knowledge of the Company, policies of title insurance have been issued, insuring, as of the effective date of each such insurance policy, the title interest held by the Company or its applicable Subsidiary; (ii) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) neither the Company nor any Subsidiary thereof is in default under any easement, covenant, condition, restriction or other agreement to which such Company Owned Real Property is subject and (B) all buildings, structures, fixtures, building systems, improvements and equipment located in or on, or otherwise included in the Company Owned Real Property, (1) are in reasonably sufficient condition and repair, subject to reasonable wear and tear, (2) are adequate and suitable for the purposes currently being used by the Company or its applicable Subsidiary, and (3) are supplied with all utilities and other services necessary to continue to be used in the manner currently being used by the Company or its applicable Subsidiary; and (iii) except for Permitted Encumbrances or as set forth on Schedule 4.14(d)(iii) of the Company Disclosure Letter, to the knowledge of the Company, there are no Persons (other than the Company or any Subsidiary thereof) that legally owns, or holds a present or future right in, any coal, oil, gas, minerals, or other resources beneath the surface of any Company Owned Real Property, including the right to mine therefor or otherwise access or use the same. (e) With respect to all Company Owned Real Property, Company Leased Real Property and Company Easement Real Property (collectively, the “Company Real Property”): (i) except as set forth on Schedule 4.14(e)(i) of the Company Disclosure Letter, (A) neither the Company nor any Subsidiary thereof is obligated under contractual agreements to acquire any interest in real property for which the consideration, individually or in the aggregate, exceeds $500,000, and to the knowledge of the Company, no such contractual agreements exist with respect to any other real property, (B) except as contemplated hereunder in connection with the Transactions, neither the Company nor any Subsidiary thereof has granted any outstanding options or purchase agreements, rights of first offer or first refusal or any other rights (whether present or future) in favor of any Person to purchase or otherwise acquire an interest in any Company Real Property, or portion thereof, and to the knowledge of the Company no such agreements exist, and (C) neither the Company nor any Subsidiary thereof has granted to any Person the right (whether present or future) to use or occupy all or any portion of the Company Real Property, whether pursuant to a lease, assignment, sublease, license or other agreement, other than temporary licenses that are necessary for the present conduct of the respective businesses of the Company and its SubsidiariesSubsidiaries in the ordinary course. (ii) except as would not reasonably be expected to have, taken individually or in the aggregate, a Company Material Adverse Effect, (A) the Company Real Property (including any buildings, structures, improvements and fixtures located thereon) and the current use and operation thereof by the Company or its Subsidiaries in the ordinary course do not violate any applicable zoning, building or other Laws to which such Company Real Property is subject, and, as a wholeof the date of this Agreement, there does not exist any pending or, to the knowledge of the Company, threatened, zoning, condemnation, eminent domain, or similar Proceedings that relate to or affect any Company Real Property (including any material portion thereof), and (B) as of the date of this Agreement, no real property other than the Company Real Property is necessary for the conduct of the respective businesses of the Company and its Subsidiaries in the ordinary course; (iii) except as set forth on Schedule 4.14(e)(iii) of the Company Disclosure Letter, to the knowledge of the Company, no consent by or notice to any Person (including, without limitation, landlords or sublandlords) or any other action is required under any agreement or instrument relating to or affecting any Company Real Property in connection with the execution, delivery or performance of this Agreement or the consummation of the Transactions; and (iv) except as set forth on Schedule 4.14(e)(iv) of the Company Disclosure Letter, no capital improvement work, renovations or similar work with respect to all or any portion of the Company Real Property is currently being conducted by (or on behalf of) the Company or any Subsidiary thereof, other than such work that is in the ordinary course of business and does not exceed $500,000 in the aggregate.

Real Property. (ai) None Each of the Company and its subsidiaries has good and marketable fee simple title (or in the case of ground leases, a valid leasehold interest) to all real property owned or ground leased (as applicable) by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) will not, singly or in the aggregate, materially affect the value of such property and do not interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiaries; (ii) all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries hold Properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (iii) except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the entity owning such Property or of the Company or any of its Subsidiaries owns subsidiaries, and such mortgages and deeds of trust, are not cross-defaulted or cross-collateralized to any real property. property not owned, or owned, directly or indirectly, in whole or in part, by the Company or its subsidiaries; (biv) Section 3.10(b) to the knowledge of the Company Disclosure Schedule sets forth a true and complete list its subsidiaries, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Company and its subsidiaries considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (including street addressesv) of all real property leased by any none of the Company or any of its Subsidiaries subsidiaries has received from any Governmental Entities any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation none of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company subsidiaries knows of any such condemnation or its Subsidiaries, as applicable, zoning change which is threatened and, in each case, which if consummated would reasonably be expected to materially affect the Company’s Knowledge, each other party thereto (subject value of such Property or interfere in any material respect with the use made or proposed to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement be made of creditors’ rights and subject to general principles of equity). There is no material breach or default such Property by the Company or any of its Subsidiaries subsidiaries; (vi) each of the Properties complies with all applicable codes, ordinances, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for failures to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Company or any of its subsidiaries; (vii) neither the Company nor any subsidiary has received written notice of a proposed material special assessment or any proposed change in any property tax, zoning or land use law or availability of water affecting any Property that would materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Company or any of its subsidiaries; (viii) there are no subleases with respect to any Property or portion thereof; (ix) the Company or one or more of its subsidiaries has obtained, on or prior to the date hereof, one or more title insurance policies on, whether directly or through assignment or endorsements, or a so-called “fairway-endorsement” on existing title policies covering, the fee interests (or leasehold interests as the case may be) from a nationally recognized title insurance company, or, if such title insurance policy has not yet been issued, a binding commitment by such title insurance company to issue such a policy, in any event covering each Property, with coverage in an amount at least equal to 80% to the cost of acquisition of such Property (including the principal amount of any indebtedness assumed in connection with such acquisition) by the Company or its subsidiary in which title to such property is vested, including the principal amount of any indebtedness assumed with respect to the Property, and such title insurance policies, fairway endorsements or binding commitments, as the case may be, are in full force and effect; (x) except as would not individually or in the aggregate materially affect the value of such property or interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiaries, (a) there are no encroachments upon any Property by improvements on an adjacent property, and (b) none of the improvements on any Property encroach on any adjacent property, streets or alleys; (xi) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is party to any material Lease (as defined below) that is required to be disclosed in the Registration Statement or the Prospectus; (xii) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries holds any Property under a ground lease, and true and complete copies of each ground lease described in the Registration Statement, the General Disclosure Package and the Prospectus have been provided to the Underwriters or their counsel; (xiii) all real property owned or leased by the Company or a Subsidiary is free of material structural defects and all building systems contained therein are in good working order in all material respects, subject to ordinary wear and tear or, in each instance, the Company has created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures; to the knowledge of the Company and the Operating Partnership, water, storm water, sanitary sewer, electricity and telephone service are all available at the property lines of such property over duly dedicated streets or perpetual easements of record benefiting such property; except as described in the General Disclosure Package and the Prospectus, to the Company’s Knowledgeknowledge of the Company and the Operating Partnership, there is no pending or threatened special assessment, tax reduction proceeding or other action that, individually or in the aggregate, could reasonably be expected to increase or decrease the real property taxes or assessments of any counterparty under any Real Property Leaseof such property, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (xv) to the knowledge of the Company and the Operating Partnership, except as set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus or reflected in the pro forma financial statements, and, with respect to (A) through (G) below, except as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect: (A) no rentals or other amounts due under any lease have been paid more than one (1) month in advance; (B) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its leases; (C) all tenants, licensees, franchisees or other parties under any lease, exhibit, schedule, amendment or other document related to the Company’s Knowledgelease of space at the Properties (the “Leases”) are in possession of their respective premises; (D) none of the Leases has been assigned, no event has occurred which mortgaged, pledged, sublet, hypothecated or otherwise encumbered, except in connection with secured debt described in the Registration Statement, the General Disclosure Package and the Prospectus; (with or without notice or lapse of time or bothE) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any none of the Company or any of its Subsidiaries subsidiaries has waived any material provision under any Real Property Lease has not been materially disturbed, and to of the Company’s Knowledge, Leases; (F) there are no material disputes uncured events of default, or events that with respect the giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Leases; and (G) no tenant under any of the Leases and no third party has a right of first refusal or other right to any Real Property purchase the premises demised under such Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None of the Schedule 3.14(a) sets forth and briefly describes all real property owned, leased, subleased, licensed to or otherwise used or occupied by such Company or any of its Company Subsidiaries owns any real property(the “Company Real Property”), including with respect to each parcel of Company Real Property (i) the street address or legal description, (ii) the name of the landlord, sublandlord, licensor or grantor, as applicable, and (iii) all leases, subleases, licenses, occupancy agreements and other similar agreements (collectively hereinafter referred to as the “Company Leases”). Such Company or Company Subsidiary, as applicable, has good and marketable fee simple title to all owned Company Real Property and a good and valid leasehold interest in all leased Company Real Property. (b) Section 3.10(bAll Company Real Property (including leasehold interests) is free and clear of Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Schedule 3.14(b). (c) Such Company has made available to Verano correct and complete copies, or, if oral, a reasonably complete and accurate written description, of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Company Lease is legal, valid, binding, enforceable and in full force and effect and is a valid, legal and binding obligation of the with respect to such Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its SubsidiariesSubsidiary, as applicable, and, to the such Company’s Knowledge, with respect to each other parties thereto. To such Company’s Knowledge, such Company and each of its Company Subsidiaries is not in default under any Company Lease, and there are no facts or circumstances currently existing which, if known by any the other party thereto (subject or parties to applicable bankruptcya Company Lease, insolvencywith or without the giving of notice, reorganizationpassage of time or both, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or would constitute a default by the such Company or Company Subsidiary under any Company Lease. To such Company’s Knowledge, no other party to any Company Lease is in default under any such Company Lease, and there are no facts or circumstances currently existing which, if known by such Company or any of its Subsidiaries orCompany Subsidiaries, with or without the giving of notice, passage of time or both, would constitute a default by such other party under such Company Lease. (d) With respect to each parcel of Company Real Property, to the such Company’s Knowledge, (i) such Company or one of its Company Subsidiaries is now in possession of such Company Real Property, (ii) such Company or Company Subsidiary has not received written notice that any counterparty under any condemnation or eminent domain action against such Company Real Property is pending or threatened, (iii) there are no subleases, licenses, or other third party use or occupancy rights with respect to such Company Real Property, except as set forth in Schedule 3.14(d) or where such rights are a recorded encumbrance on title, and (iv) there are no outstanding amounts payable by such Company or Company Subsidiary with respect to any Company Lease, andother than the rental payments that are not past-due and expressly set forth in the applicable Lease (subject to ordinary course rental adjustments that may have taken place from time to time, as contemplated in the applicable Company Lease). (e) Except as set forth in Schedule 3.14(e), to the such Company’s Knowledge, no event has occurred which (with or without notice or lapse all of time or both) would constitute a material breach or default under any the building, structures and improvements located on the Company Real Property Lease or would permit termination ofare, or taken as a material modification or acceleration thereofwhole, by any counterparty suitable for the purposes for which they are currently used with respect to any the AME Business and in good operating condition and repair, reasonable wear and tear excepted. The Company Real Property Lease. The possession and quiet enjoyment of any constitutes all real property leased currently used by any of the such Company or any of its Company Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leasethe AME Business. (cf) The Except as set forth in Schedule 3.14(f), such Company and each of its Company Subsidiaries has good, marketable and indefeasible title to, does not own or a valid leasehold interest in or license or right have any option to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include acquire any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholereal property.

Real Property. (a) None of the The Company or any of its Subsidiaries owns any no real property. (b) Section 3.10(b) 4.10 of the Company Disclosure Schedule sets forth a true all leases, subleases, and complete list other agreements (including street addressesthe "REAL PROPERTY LEASES") of all real property leased by any of under which the Company or any of its Subsidiaries subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property. The Company has heretofore delivered to Parent true, correct, and complete copies of all Real Property Leases (and all leasesmodifications, sub-leasesamendments, licenses, concessions or other agreements, in each case, pursuant and supplements thereto and all side letters to which the Company or any of its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries subsidiaries is a tenant or landlord as party affecting the obligations of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”any party thereunder). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force constitutes the valid and effect and is a valid, legal and legally binding obligation of the Company or any of its Subsidiaries, as applicable, party theretosubsidiaries, enforceable in accordance with its terms against the Company or its Subsidiaries, (except as applicable, and, to the Company’s Knowledge, each other party thereto (subject to enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer, and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), and is in full force and effect. All rent and other Laws affecting generally sums and charges payable by the enforcement Company and its subsidiaries as tenants under each Real Property Lease are current, no termination event or condition or uncured default of creditors’ rights a material nature on the part of the Company or any such subsidiary or, to the Company's knowledge, the landlord, exists under any Real Property Lease. Each of the Company and subject its subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except (i) Taxes and general and special assessments not in default and payable without penalty and interest and (ii) other liens, mortgages, pledges, encumbrances, and security interests which do not materially interfere with the Company's or any of its subsidiaries' use and enjoyment of such real property or materially detract from or diminish the value thereof. (c) No party to general principles of equity). There is no material breach or default by any such Real Property Lease has given notice to the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with subsidiaries of or without notice or lapse of time or both) would constitute made a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of claim against the Company or any of its Subsidiaries under subsidiaries in respect of any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leasebreach or default thereunder. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (ai) None With respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), (A) the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Encumbrance, (B) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion thereof or interest therein, and (C) neither the Company nor any of its Subsidiaries leases Owned Real Property to anyone else. (ii) With respect to the real property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) is in material breach of the Company Disclosure Schedule sets forth or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a true and complete list (including street addresses) of all real property leased breach or default by any of the Company or any of its Subsidiaries and all leasesor permit termination, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leasethird party thereunder. (ciii) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assetsSection 5.1(k)(iii) of the Company or its Subsidiaries will constitute Disclosure Letter contains a true and complete list of all of the tangible assets necessary to conduct the businesses Owned Real Property and Leased Real Property. Section 5.1(k)(iii) of the Company or its Subsidiaries immediately after the Closing, except Disclosure Letter sets forth a correct street address and such other information as is reasonably necessary to identify each parcel of Owned Real Property. (iv) For purposes of this Section 5.1(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes (a) specified encumbrances described in Section 5.1(k)(iv) of the Company Disclosure Letter; (b) encumbrances for current Taxes or other governmental charges not yet due and would not reasonably be expected payable; (c) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to beobligations as to which there is no default on the part of the Company, or the validity or amount of which is being contested in good faith by appropriate proceedings; (d) other encumbrances that do not, individually or in the aggregate, material materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Property to which they relate or the conduct of the business of the Company and its SubsidiariesSubsidiaries as presently conducted; (e) restrictions or exclusions which would be shown by a current title report or similar report; and (f) any condition or other matter, taken as if any, that may be shown or disclosed by a wholecurrent and accurate survey or physical inspection.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns any real property. (b) Section 3.10(b) . The Disclosure Schedule contains a complete and accurate list of all the locations of all Real Property leased by the Company or any of the Subsidiaries and the name and address of the lessor and, if a Person different than such lessor, the manager thereof. The Company Disclosure Schedule sets forth a and the Sellers have delivered or caused to be delivered to the Purchaser and Newco true and complete list (including street addresses) copies of all real property leased by any Contracts relating to Real Property (including, without limitation, all leases and all management, service, supply, security, maintenance and similar Contracts, and all attornment Contracts, subordination Contracts or similar Contracts, and all other Contracts affecting or relating to the use and quiet and peaceful enjoyment of the Real Property) to which the Company or any of its Subsidiaries and all leasesis a party or is otherwise bound or subject, sub-leases, licenses, concessions or other agreementsand, in each case, pursuant all amendments thereof, which relate to which the Company or its Subsidiaries leases or sub-leases affect any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property. Except for the leases pertaining to the Real Property Lease,” identified in and collectivelyattached to the Disclosure Schedule, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation none of the Company or any of its SubsidiariesSellers, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute is a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty party to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of Contract that commits or purports to commit the Company or any of its Subsidiaries under to purchase or otherwise acquire or lease any real property including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property Lease has not been materially disturbed(i) is in full force and effect, (ii) affords the Company or such Subsidiary, as the case may be, peaceful, undisturbed and exclusive possession of the applicable Real Property, (iii) is free of all Adverse Claims, and to (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaserespective parties thereto. (c) The Company and each of its Subsidiaries has goodperformed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property and is not in default or breach thereof. In addition, marketable no party to any such Contract (i) has provided any notice to the Company or any of its Subsidiaries of its intent to terminate or not renew any such Contract, (ii) to the knowledge of the Company and indefeasible title tothe Sellers, has threatened to terminate or not renew any such Contract or (iii) is, to the knowledge of the Company and the Sellers, in breach or default under any provision thereof, and, to the knowledge of the Company and the Sellers, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such a valid leasehold interest breach or default. (d) The Real Property is (i) in good condition and repair and there has been no damage, destruction or license or right loss to use, all any of the material tangible assets Real Property that remains unremedied to date (ordinary wear and properties tear excepted) and (ii) suitable to carry out each of the Company's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, appropriation or other proceedings involving any taking of the Real Property pending, or to the knowledge of the Company or any of the Sellers, threatened, against any of the Real Property. (f) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Real Property, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company or any of its Subsidiaries reflected or any of their respective assets under the terms of any such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any Real Property, the lease of Real Property or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the Company’s consolidated balance sheet as two-years prior to the date of December 31this Agreement in excess of $10,000, 2022 or thereafter acquired which if pursued by the Company or its Subsidiaries, except for assets disposed would require additional expenditures of capital in the Ordinary Course excess of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole$10,000.

Real Property. (ai) None of the Company or any of its Subsidiaries owns any real property. (bSchedule 4.11(b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list of (including street addressesi) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default owned by the Company or any of its Subsidiaries or, to (the Company’s Knowledge, any counterparty under any “Owned Real Property Lease, and, to the Company’s Knowledge, no event has occurred which Property”) and (with or without notice or lapse of time or bothii) would constitute a all material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any (the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”). The Company or the relevant Subsidiary has good and marketable title to all Owned Real Property Lease has not been materially disturbed, free and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) clear of all Liens except for Permitted Exceptions. The Company and each or one of its Subsidiaries has good, marketable and indefeasible title to, or a valid and subsisting leasehold interest estate in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business:Leased Real Property. (iii) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (A) assuming the due authorization, execution and delivery thereof by the other party or parties thereto other than the Company or its wholly-owned Subsidiaries, each lease with respect to the Leased Real Property (including any amendments thereto, a “Lease”) is in full force and effect and is a legal, valid and binding agreement that is enforceable against the Company or a Subsidiary of the Company (as applicable) and, to the Knowledge of the Company, the other party or parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception; (B) the Company or one of its Subsidiaries (as applicable) and, to the Knowledge of the Company, each other party thereto are in compliance with all terms of and are not in default under each Lease; and (C) none of the Company or any of the Company’s Subsidiaries has received prior to the date hereof written notice of (x) default or noncompliance by the Company or its Subsidiaries under any Lease, (y) early termination of any Lease or (z) the intent of the counterparty to materially alter the provisions of any Lease. The Company has delivered or made available to Parent true and complete copies of each Lease. (iii) Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) there are no leases, subleases, licenses, rights or other agreements granting any person the right to use or occupy any material portion of the Owned Real Property or the Leased Real Property that could reasonably be expected to adversely affect the existing use or value of such Owned Real Property or the Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon, and (B) except for such arrangements solely among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Owned Real Property or any portion thereof or interest therein that could reasonably be expected to adversely affect the existing use or value of the Owned Real Property by the Company in the operation of its business thereon. (iv) Except as would not be material to the Company and its Subsidiaries, taken as a whole, the use and operation of the Real Property in the conduct of the Company’s or each Subsidiary’s business does not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or agreement. (v) Except as would not be material to the Company and its Subsidiaries, taken as a whole, there are no actions pending nor, the Knowledge of the Company, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature of or in lieu of condemnation or eminent domain proceedings. (vi) Except as would not be material to the Company and its Subsidiaries, taken as a whole, to the Knowledge of the Company, all manufacturing plants, production machinery and production equipment are (A) structurally sound and in good condition and repair (ordinary wear and tear excepted), (B) erected and used in compliance with applicable Laws and without violation of any third party rights; and (C) are not subject to any delinquent payments.

Real Property. (a) None Except in any such case, individually or in the aggregate, that has not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), (i) the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Liens other than Permitted Liens and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein. (b) Section 5.14(b) of the Company Disclosure Letter contains a true and complete list of all Owned Real Property. (c) Section 5.14(c) of the Company Disclosure Letter contains a true and complete list of the real property leased or subleased to the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company “Leased Real Property”). Each lease, sublease, rental or any of its Subsidiaries and all leasesoccupancy agreement, sub-leaseslicense, licenses, concessions or other agreementsContract that, in each case, pursuant to which provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any Leased Real Property (the “Leases”) is binding on the Company or its Subsidiaries leases or sub-leases any real property pursuant Subsidiaries, as the case may be, and, to which the Company or its Subsidiaries is a tenant or landlord as knowledge of the date of this Agreement (individuallyCompany, a “Real Property Lease,” each other party thereto, in accordance with its terms and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect effect, and is a valid, legal and binding obligation each of the Company and each of its Subsidiaries (to the extent they are party thereto or bound thereby) and, to the Company’s knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each such Lease. Each of the Company and each of its Subsidiaries is not (with or without notice, lapse of time or both) in breach or default in any material respect thereunder and, to the knowledge of the Company, no other party to any such Lease is (with or without notice, lapse of time or both) in breach or default in any material respect thereunder, and neither the Company nor any of its Subsidiaries has received notice from the other party to any such Lease of any intention to cancel, terminate, materially change the scope of rights and obligations under or not to renew such Lease. (d) As used herein, the term “Permitted Lien” means (a) encumbrances for current Taxes or other governmental charges not yet due and payable; (b) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of Company or any of its Subsidiaries, as applicable, party thereto, enforceable or the validity or amount of which is being contested in accordance with its terms good faith by appropriate proceedings and are reflected on or specifically reserved against or otherwise disclosed in the consolidated balance sheets included in the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights Reports; and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to beencumbrances that do not, individually or in the aggregate, material materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Property to which they relate or the conduct of the business of the Company and its Subsidiaries, taken Subsidiaries as a wholepresently conducted.

Real Property. (a) None Section 3.15(a) of the Disclosure Schedule contains a true and correct list of (i) each parcel of real property leased, occupied and/or operated by the Company (as lessor or lessee or otherwise) (the “Leased Real Property”), and (ii) all Liens relating to or affecting any parcel of its Subsidiaries real property referred to in clause (i) to which the Company is a party. The Company owns any no real propertyproperty other than Company-owned leasehold improvements, if any, on the Leased Real Property. (b) Section 3.10(b) Subject to the terms of its respective leases, the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment of each of the Company Disclosure Schedule sets forth a true and complete list Leased Real Properties for the full term of the leases (including street addressesrenewal periods) relating thereto. Each Lease Document referred to in Section 3.15(d) below is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company, and to the Company’s knowledge, of each other Person that is a party thereto, and there is no, and the Company has not received notice of any, default by the Company (or any condition or event which, after notice or lapse of time or both, would constitute a default by the Company) under any Lease Document and, to the Company’s knowledge, there is no default under any Lease Document (or any condition or event which, after notice or lapse of time or both, would constitute a default) by any other Person that is a party thereto. The Company does not owe brokerage commissions or finder’s fees with respect to any such Leased Real Property, except to the extent that the Company may renew the term of any such lease, in which case, any such commissions and fees would be in amounts that are reasonable and customary for the spaces so leased, given their intended use and terms. (c) All improvements on the Leased Real Property (i) comply with and are operated in all material respects in accordance with applicable Laws (including Environmental Laws) and all applicable Liens, Approvals, Contracts, covenants and restrictions and (ii) are in all material respects in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and such improvements are in all material respects adequate and suitable for the purposes for which they are presently being used and there is no condemnation or appropriation proceeding, pending or, to the knowledge of the Company, threatened against any of such real property leased by or any of the Company improvements thereon. (d) True and correct copies of the documents under which the Leased Real Property is leased, subleased (to or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which by the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement otherwise), utilized, and/or operated (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company PropertiesLease Documents”). True and complete copies of all such Real Property Leases ) have been made available to Parent. Each Real Property The Lease is Documents are unmodified and in full force and effect effect, and is a valid, legal and binding obligation of there are no other Contracts between the Company and any other Person or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereofknowledge, by and among any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any other Persons, claiming an interest in the interest of the Company or any of its Subsidiaries under any in the Leased Real Property Lease has not been materially disturbed, and or otherwise relating to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company use and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all occupancy of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeLeased Real Property.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b3.1(k) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date hereof (“Leased Real Property”), setting forth the location of this Agreement (individuallythe leased premises, a “the term of the lease, the square footage of the leased premises and the current monthly lease payments. Each of the leases relating to Leased Real Property Lease,” is a valid and collectivelysubsisting leasehold interest of the Company. To the Knowledge of the Company, the “each Leased Real Property Leases,” is free of subtenancies and other occupancy rights and Liens (other than statutory Liens or landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, and repairmen’s Liens or other like Liens arising in the ordinary course of business with respect to amounts not yet overdue or being contested in good faith by appropriate proceedings, or any Lien affecting solely the interest of the landlord thereunder and not the interest of the tenant thereunder, which does not materially impair the value or use of such related properties being referred to herein individually as a “Company Leased Real Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect , and is a valid, legal valid and binding obligation of the Company or any and, to the Knowledge of its Subsidiariesthe Company, as applicable, each other party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company’s Knowledge, each other party thereto (subject in accordance with its terms. True, correct and complete copies of the Real Property Leases have been delivered to applicable bankruptcy, insolvency, reorganization, moratorium Parent prior to the date hereof and such Real Property Leases have not been amended or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)modified since that date. There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) , and neither the Company nor, to the Knowledge of the Company, any other party to each Real Property Lease is in breach or default under such Real Property Lease, and to the Knowledge of the Company, 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 breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease. The Company and each of its Subsidiaries has good, marketable and indefeasible title to, does not owe any brokerage commissions or a valid leasehold interest in finder’s fees with respect to any Real Property Lease which have not been accrued or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected reserved for in the Company’s consolidated balance sheet as of December 31financial statements. The Company does not own any real property. The Company has good and marketable fee title to, 2022 or thereafter acquired by the Company or its Subsidiariesor, except for assets disposed of in the Ordinary Course case of Business: (i) Immediately after the Effective Timeleased assets, has good and valid leasehold interests in, all of its other tangible and intangible assets, used or held for use in, or which are necessary to conduct, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) business of the Company or its Subsidiaries will constitute in all material respects as currently conducted, free and clear of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeany Liens.

Real Property. (a) None The Company and each of its Subsidiaries do not own any real property and have never owned, directly or indirectly, any real property or interests in real property. The Company and each of its Subsidiaries are not obligated under, and are not a party to, any option, right of first refusal or other contractual arrangement to purchase, acquire, sell, assign or dispose of any real property or any portion thereof or interest therein. (b) The Company has made available to Parent true, correct and complete copies of all leases, subleases, licenses, occupancy agreements and other agreements under which the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of uses or occupies or has the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of right to use or occupy, now or in the Company or any of its Subsidiaries and all leasesfuture, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which as tenant, subtenant, licensee or occupant (including all guaranties thereof and all material modifications, amendments, supplements, waivers and side letters thereto) (such property, the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Leased Real Property Lease,Property” and collectivelysuch leases, subleases, licenses and occupancy agreements, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True Section 3.18(b) of the Company Disclosure Letter sets forth a true, correct and complete copies list, as of the date hereof, of all such street addresses of the Leased Real Property and the Real Property Leases with respect thereto. Except as would not, individually or in the aggregate, reasonably be expected to have been made available to Parent. Each a Company Material Adverse Effect, (i) each Real Property Lease is valid and binding on the Company or the Subsidiary of the Company that is a party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect and is a valideffect, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, subject to the Company’s KnowledgeEnforceability Exceptions, each (ii) all rent and other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights sums and subject to general principles of equity). There is no material breach or default charges payable by the Company or any of its Subsidiaries oras tenant, subtenant, licensee or occupant thereunder are current and all obligations required to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (be performed or complied with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries thereunder have been performed, (iii) no termination event or condition or uncured default on the part of the Company or, if applicable, its Subsidiaries or, to the Knowledge of the Company, the counterparty thereunder, exists under any Real Property Lease has not been materially disturbedLease, and to (iv) the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable a good and indefeasible title to, or a valid leasehold interest in or license or right each parcel of real property leased by it free and clear of all Liens, except Permitted Liens, (v) neither the Company nor any of its Subsidiaries has received any written notice from any landlord under any Real Property Lease that such landlord intends to useterminate such Real Property Lease and (vi) neither the Company nor any of its Subsidiaries has received written notice of any pending and, all to the Knowledge of the material tangible assets Company, there is no threatened, condemnation with respect to any property leased pursuant to any Leased Real Property. The Company and properties its Subsidiaries have not subleased or licensed any portion of any Leased Real Property to any Person. (c) Except as would not materially detract from the value or materially interfere with the present use of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31underlying Leased Real Property, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: each Leased Real Property is (i) Immediately after the Effective Timein good operating condition and repair, the tangible assets subject to normal wear and tear, (whichii) regularly and properly maintained, (iii) free from any material defects or deficiencies and (iv) suitable for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) conduct of the Company or its Subsidiaries will constitute all business of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken Subsidiaries in all material respects as a wholepresently conducted. (d) There are no rights of first refusal or options to purchase in effect as to all or any material portion of the Leased Real Property.

Real Property. (a) None The Disclosure Schedule contains a complete and accurate list of all the locations of all Real Property owned or leased by the Company or any of the Subsidiaries and the name and address of the lessor and, if a Person different than such lessor, the manager thereof. The Company and the Seller have delivered or caused to be delivered to the Purchaser and Newco true and complete copies of all Contracts related to Real Property (including, without limitation, all leases and all management, service, supply, security, maintenance and similar Contracts, and all attornment Contracts, subordination Contracts or similar Contracts, and all other Contracts affecting or relating to the use and quiet and peaceful enjoyment of the Real Property) to which the Company or any of its Subsidiaries owns is a party or is otherwise bound or subject, and, in each case, all amendments thereof, which relate to or affect any real property. (b) Section 3.10(b) of the Company Real Property. Except for the leases pertaining to the Real Property identified in and attached to the Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of Schedule, the Seller, the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant party to any Contract that commits or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred purports to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by commit the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with purchase or without notice otherwise acquire or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of lease any real property leased by any of including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property (i) is in full force and effect, (ii) affords the Company or any such Subsidiary, as the case may be, peaceful, undisturbed and exclusive possession of its Subsidiaries under any the applicable Real Property Lease has not been materially disturbedProperty, (iii) is free of all Adverse Claims, and to (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaserespective parties thereto. (c) The Company and each of its Subsidiaries has performed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property and is not in default or breach thereof. In addition, no party to any such Contract (i) has provided any notice to the Company or any of its Subsidiaries of its intent to terminate or not renew any such Contract, (ii) to the knowledge of the Company and the Seller, has threatened to terminate or not renew any such Contract or (iii) is, to the knowledge of the Company and the Seller, in breach or default under any provision thereof, and, to the knowledge of the Company and the Seller, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such a breach or default. (d) The Real Property is (i) except as set forth in the Disclosure Schedule, in good condition and repair and there has been no damage, destruction or loss to any of the Real Property that remains unremedied to date (ordinary wear and tear excepted) and (ii) suitable to carry out each of the Company's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, appropriation or other proceedings involving any taking of the Real Property pending, or to the knowledge of the Company or the Seller, threatened, against any of the Real Property. (f) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Real Property, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company or any of its Subsidiaries or any of their respective assets under the terms of any such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any Real Property, the lease of Real Property or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the two-years prior to the date of this Agreement in excess of $10,000, or which if pursued by the Company would require additional expenditures of capital in excess of $10,000. (h) The Company and each Subsidiary has good, valid and marketable and indefeasible title toto all Real Property, subject to no liens, mortgages, security interests, pledges, encumbrances, or a valid leasehold interest charges of any kind except: (i) liens for taxes or assessments or other government charges or levies not yet due and payable; (ii) liens imposed by law, such as mechanic's, materialmen's, warehousemen's and carrier's liens, and other similar liens, securing obligations incurred in the ordinary course of business which are not past due for more than 30 days; (iii) liens under workmen's compensation, unemployment insurance, social security or license or right to use, all of similar legislation securing obligations which are not past due; and (iv) the material tangible assets and properties liens securing other indebtedness not past due of the Company or its Subsidiaries reflected set forth in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by Disclosure Schedule (the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business:"Permitted Real Property Liens"). (i) Immediately after No eminent domain, condemnation, incorporation, annexation or moratorium or similar proceeding has been commenced or, to the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) best of the Company or its Subsidiaries will constitute all Company's knowledge, threatened by an authority having the power of eminent domain to condemn any part of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to Real Property owned by the Company and its Subsidiaries. To the best of the Company's knowledge, taken as there are no pending or threatened governmental rules, regulations, plans, studies or efforts, or court orders or decisions, which do or could adversely affect the use or value of such properties for their present use. (j) The improvements of all Real Property owned by the Company and its Subsidiaries are in good condition and repair, ordinary wear and tear excepted, and have not suffered any casualty or other material damage which has not been repaired in all material respects. To the best of the Company's knowledge, there is no material latent or patent structural, mechanical or other significant defect, soil condition or deficiency in the improvements included in such properties. (k) The Real Property owned by the Company and its Subsidiaries has been fully assessed and is not subject to abatement. To the best of the Company's knowledge, there are no proposed reassessments of any of such properties by any taxing authority and there are no threatened or pending special assessments or other actions or proceedings (other than county-wide reassessments and/or the usual increases in millage rates that may be under consideration by the taxing authorities in the jurisdictions where such properties are located) that could give rise to a wholematerial increase in real property taxes or assessments against any of such properties.

Real Property. (a) None Schedule 2.15(a) sets forth a true, correct and complete list of all real property owned by any Acquired Company (the "OWNED REAL PROPERTY"). The Acquired Companies have good and marketable title to each of the Company Owned Real Properties, free and clear of all liens, charges and encumbrances other than liens, charges and encumbrances which do not materially interfere with the Company's use and enjoyment of the Owned Real Properties or materially detract from or diminish the value thereof. Except as set forth on Schedule 2.15(a), there are no purchase options, rights of first refusal or similar rights outstanding with respect to any of its Subsidiaries owns the Owned Real Properties. No Acquired Company has received notice of any real propertypending, and to the Company's Knowledge there is no threatened, condemnation with respect to any of the Owned Real Properties. The Company has Delivered to Parent true, correct and complete copies of all leases pursuant to which any Acquired Company leases all or a portion of any Owned Real Property to a third party. Each such lease is valid, binding and in full force and effect. No termination event or condition or uncured default of a material nature on the part of any Acquired Company or, to the Company's Knowledge, the tenant thereunder exists under any such lease. (b) Section 3.10(bSchedule 2.15(b) of the Company Disclosure Schedule sets forth a true true, correct and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leasessubleases and other agreements under which any Acquired Company uses or occupies or has the right to use or occupy, licensesnow or in the future, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which (the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”"REAL PROPERTY LEASES"). True The Company has Delivered to Parent true, correct and complete copies of all such Real Property Leases have been made available to Parent(including all modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect effect, all rent and is other sums and charges payable by any Acquired Company as tenants thereunder are current. No termination event or condition or uncured default of a valid, legal and binding obligation material nature on the party of the any Acquired Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s 's Knowledge, any counterparty the landlord thereunder exists under any Real Property Lease, and, to the Company’s Knowledge, no event . Each Acquired Company has occurred which (with or without notice or lapse a good and valid leasehold interest in each parcel of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any it free and clear of all mortgages, pledges, liens, encumbrances and security interests, except (i) those reflected or reserved against in the current Company or any of its Subsidiaries under any Real Property Lease has Financial Statements, (ii) Taxes and general and special assessments not been materially disturbedin default and payable without penalty and interest, and (iii) other liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with any Acquired Company's use and enjoyment of such real property or materially detract from or diminish the value thereof. No Acquired Company has received notice of any pending, nor is there to the Company’s Knowledge's Knowledge any threatened, there are no material disputes condemnation with respect to any property leased pursuant to any of the Real Property LeaseLeases. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None Schedule 5.16(a) sets forth a true, correct and complete list of all real property to which the Company or any Subsidiary has legal or equitable fee title (the "Owned Realty"), and sets forth for each such Owned Realty the name of the fee owner of such property. (b) The Company or one of its Subsidiaries has good and marketable fee title to the Owned Realty and good leasehold title to the Leased Realty, in each case, free and clear of any and all Liens (except Permitted Liens and those Liens set forth on Schedule 5.16(b)). (c) Schedule 5.16(c) sets forth a true, correct and complete list of all leases, subleases and other agreements under which the Company or any of its Subsidiaries owns leases, uses or occupies or has the right to use or occupy any real property. , and for which its annual rental obligations exceed $50,000 (bthe "Leases"; the property demised under such Leases is referred to herein as the "Leased Realty"; the Leased Realty, together with the Owned Realty is referred to as the "Real Property") Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leasesincluding, sub-leaseswith respect to each lease, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” each lease and collectivelyany amendments thereto, the “Real Property Leases,” names of the parties, and such related properties being referred the address of the leased property, but excluding Leases with respect to herein individually as a “Company Property” warehouses and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parentother storage facilities. Each Real Property Lease is in full force and effect and is a valid, legal the valid and binding obligation of the Company or any of its Subsidiaries, as applicable, each party thereto, enforceable thereto in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)terms. There is no not under any Lease any existing material breach or default by the Company or any of its Subsidiaries or, to the knowledge of the Company’s Knowledge, any counterparty under any Real Property Leaseother party thereto, andor, to the knowledge of the Company’s Knowledge, no any condition or event has occurred which (which, with or without notice or lapse of time time, or both) , would constitute such a material breach default. The Company and its Subsidiaries have not entered into any subleases, arrangements, licenses or default under other agreements relating to the use or occupancy of all or any portion of the Real Property Lease or would permit termination ofother than the Leases and the subleases, or a material modification or acceleration thereofarrangements, by any counterparty to any Real Property Lease. The possession licenses and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaseother such agreements listed on Schedule 5.16(c). (cd) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet Except as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to have a Material Adverse Effect, and except as set forth on Schedule 5.16(d), to the knowledge of the Company, there are no (i) violations of building codes and/or zoning ordinances or other governmental or regulatory laws affecting the Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, (iii) existing, pending or threatened zoning, building or other moratoria proceedings, restrictive allocations or similar matters affecting the use of the Real Property. Neither the Company nor any Subsidiary has any outstanding payment obligations to contractors, mechanics, workmen, repairmen, or other like service providers for alterations, improvements or repairs performed at the Real Property, which obligations are more than 90 days past due and its Subsidiarieswhich are in the aggregate greater than $1,000,000. (e) To the knowledge of the Company, taken the buildings and improvements on the Real Property are in all material respects in good operating condition, ordinary wear and tear excepted, and are adequate and suitable for their current uses and purposes. Each Real Property has adequate rights of access to dedicated public ways and is served by water, electric, sewer, sanitary sewer and storm drain facilities. (f) Except as set forth on Schedule 5.16(f), there are no rights of first refusal or options to purchase in effect with respect to all or any portion of the material Owned Realty or, to the knowledge of the Company, the material Leased Realty. (g) To the knowledge of the Company, there is no legal impediment to the use of each Real Property that is currently used as a wholehospital that would impair use of the same as a hospital. (h) The Company has not received written notice of any material default under the MOB Mortgages.

Real Property. (a) None of the The Company or any of its Subsidiaries owns does not own any real property. . The real property described on Schedule 2.14 (btogether with all improvements and fixtures thereon and all easements, rights of way and other appurtenances thereto, the "Real Property") Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of constitutes all real property leased by any the Company. The Company has delivered to Purchaser true and correct copies of all certificates of occupancy and building permits in the possession of the Company for the improvements located on the Real Property described on Schedule 2.14. Except as set forth on Schedule 2.14, with respect to the leased premises constituting the Real Property: (a) there are no pending or, to the knowledge of the Company, threatened condemnation or any of its Subsidiaries and all expropriation proceedings, lawsuits or administrative actions relating to the premises or other legal matters affecting adversely the current use, occupancy or value thereof; (b) there are no leases, sub-leasessubleases, licenses, concessions or other agreements, written or oral, granting to any party or parties (other than the Company) the right of use or occupancy of any portion of the premises or any other interest therein; (c) there are no parties in each casepossession of the premises, pursuant other than tenants under any leases or subleases disclosed on Schedule 2.14, who are in possession of space to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement they are entitled; (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or bothd) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes improvements necessary to use the premises for their intended purpose; and (e) neither the execution and delivery of the Transaction Documents nor the issuance of the Convertible Preferred Stock, the Purchaser Warrants, the Conversion Shares or Exercise Shares, nor the consummation or performance of any of the Contemplated Transactions, has constituted or resulted in or will constitute or result in a Contravention of or a trigger of any "change of control" or other right of any Person under or require any consent, waiver, release or approval under or with respect to any Real Property Lease. (c) The Company and each term or provision of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all any of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31leases, 2022 or thereafter acquired by the Company or its Subsidiariessubleases, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Timelicenses, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license concessions or other similar interests agreements, written or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closingoral, except as is not and would not reasonably be expected to be, individually or in the aggregate, material relating to the Company and its Subsidiaries, taken as a wholeReal Property.

Real Property. (a) None of the Leases. The Company or any of and its Subsidiaries owns do not own any real property. (b) . Section 3.10(b) 2.11 of the Company Disclosure Schedule sets forth a true list of the Leases. The Leases grant leasehold estates free and complete list (including street addresses) clear of all real property leased Encumbrances other than Permitted Encumbrances. The Leases are, to the Knowledge of the Company, in full force and effect and enforceable against each of the other parties thereto in all Material respects in accordance with their respective terms, subject to the Enforceability Limitations. The Company and its Subsidiaries are not in Material breach of or default under any Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute a Material breach or default by the Company or its Subsidiaries under any of Lease. The Company has not received any notice that the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation Material breach of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination ofLease. To the Knowledge of the Company, or a material modification or acceleration thereof, by any counterparty no other party to any Real Property Lease is in Material breach of or default under any Lease, nor, to the Knowledge of the Company, has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default. The possession and quiet enjoyment To the Knowledge of any real property leased by any the Company, the operations of the Company or any of and its Subsidiaries under on the real property underlying the Leases or such real property underlying the Leases, including the improvements thereon, in any Real Property Lease has case, do not been materially disturbedviolate in any Material manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations, and to the Company’s Knowledgesuch non-violation is not dependent, there in any instance, on so-called non-conforming use exceptions. There are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title toother parties occupying, or with a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired occupy granted by the Company or its Subsidiaries, except for assets disposed the real property underlying the Leases. The Closing will not affect the enforceability against any person of in any Lease or the Ordinary Course rights of Business: (i) Immediately after Purchaser or the Effective Time, Surviving Corporation to the tangible assets (which, use and possession of the real property underlying the Lease for the avoidance conduct of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except business as is not and would not reasonably be expected to be, individually or in the aggregate, material to currently conducted by the Company and its Subsidiaries. The Company has provided Purchaser with a true, taken as a wholecorrect and complete copy of all Leases, together with all amendments thereto or modifications thereof.

Real Property. (a) None The Acquired Companies do not own any real property. No Acquired Company is obligated under or a party to any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real property or any portion thereof or interest therein. Each Acquired Company has a good and valid leasehold, license or other similarly applicable interest in each parcel of real property leased, subleased, licensed or otherwise used or occupied by such Acquired Company (the “Leased Real Property”). Section 3.12(a) of the Company or any Disclosure Schedule contains a true, correct and complete list of its Subsidiaries owns any real propertyeach item of Leased Real Property, including the street address of the Leased Real Property and the name of the third party lessor thereof. (b) Section 3.10(b3.12(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leaseslists each lease, sub-leasessublease, licenses, concessions license or other agreements, in each case, pursuant occupancy agreement or arrangement relating to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement Leased Real Property (individuallyeach, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Leased Real Property is not subject to any Liens, except for Permitted Liens. No Acquired Company and each has received any written notice of its Subsidiaries a material violation of any Real Property Lease and, since the date that is twelve (12) months prior to the date of this Agreement, no Acquired Company has goodreceived any written notice of a material violation of any ordinance, marketable and indefeasible title regulation or building, zoning or other similar law with respect to the Leased Real Property. No Acquired Company has received any written notice of any expiration of, pending expiration of, changes to, or a valid leasehold interest in pending changes to any material entitlement relating to the Leased Real Property and there is no condemnation, special assessment or license or right the like pending or, to use, all the Knowledge of the material tangible assets and properties Company, threatened with respect to any of the Leased Real Property. Each Acquired Company or its Subsidiaries reflected in has the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) and occupy the Leased Real Property for the full term of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeReal Property Lease relating thereto.

Real Property. (aNeither the Company nor any Subsidiary owns, or has ever owned, any real property. Schedule 3(p) None annexed hereto contains a complete and accurate list of any real property lease binding the Company or any of its the Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of or to which the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement party (individually, a “Real Property Lease,” and collectively, the “Real Property "Leases,” ") and all termination dates, renewal options and dates by which notice of renewal or cancellation, as applicable, must be given with respect to such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to ParentLeases. Each Real Property such Lease is in full force and effect effect, and the Company or the Subsidiary party to such Lease has fully performed, in all respects material thereto, all of its obligations to be performed to date under such Lease. Except as disclosed on Schedule 3(p), the Company or the Subsidiary party to each such Lease is a validcurrent with respect to the payment of all rents and other charges due thereunder and their use and occupancy of the premises which are the subject matter of such Lease do not violate any of the terms of such Lease, legal is not in violation of the conditions of any policy of insurance held by the Company or any Subsidiary, and binding obligation to the knowledge of Xxxxxxxx X. Xxxxxxxx (without special inquiry), is in conformity with all applicable building, zoning, health, fire, safety and other laws, ordinances, codes and regulations. To the knowledge of the Company or any of its Subsidiaries, all of the buildings, structures and appurtenances situated on any premises that is subject to any of the Leases are, and as applicableof the Closing Date, party theretowill be, enforceable in accordance with its terms against good operating condition and state of maintenance and repair and will be adequate and suitable for the purposes for which they are presently being or are intended to be used, and the Company or its Subsidiaries, as applicable, and, the Subsidiary party to such Lease has adequate rights of ingress and egress and utility services for the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any operation of its Subsidiaries or, to business in the Company’s Knowledge, any counterparty under any Real Property Lease, and, to ordinary course. To the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any knowledge of the Company or any of its Subsidiaries Subsidiaries, no lessor or landlord under any Real Property Lease has not been materially disturbed, and to is in default in the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each performance of its Subsidiaries obligations thereunder and neither the Company nor any Subsidiary has good, marketable and indefeasible title to, received notice from any such lessor or a valid leasehold interest landlord of its intention to exercise any option thereunder which would adversely affect or terminate the use or occupancy of the demised premises under such Lease by the Company or such Subsidiary. Except as specifically disclosed in or license or right to useSchedule 3(e), all of the material tangible assets and properties Leases permit the consummation of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) Transactions contemplated hereby without modification of the Company or its Subsidiaries will constitute all terms thereof and without the consent of the tangible assets necessary to conduct the businesses of the Company applicable lessor or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholelandlord.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b3.9(a) of the Company Disclosure Schedule sets forth a true complete and complete accurate list as of the date of this Agreement of (including street addressesi) the addresses of all real property (leasehold) owned by the Company or any Subsidiary (the “Real Estate”) and (ii) all loans secured by mortgages encumbering the Real Estate. (b) The Real Estate and the leased real property of the Company and its Subsidiaries comply with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant material to which the conduct of the business of the Company or and its Subsidiaries leases or sub-leases any real property pursuant to which Subsidiaries, taken as a whole, as currently conducted (collectively “Company Leases”), and the location of the premises. Each Company or its Subsidiaries Lease is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal valid and binding obligation of the Company or any of its Subsidiaries, as applicable, Subsidiary party thereto, in full force and effect and enforceable in accordance with its terms against terms. Neither the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or nor any of its Subsidiaries ornor, to the Company’s Knowledge, any counterparty other party to any Company Lease is in default under any Real Property Leaseof the Company Leases, and, to the Company’s Knowledge, no event has occurred which (that, with or without notice or lapse of time or both) time, would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired Leases by the Company or its SubsidiariesSubsidiary party thereto, except for assets disposed where the existence of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to besuch defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged or encumbered any interest in any leased real property, and the Company or one of its Subsidiaries enjoys peaceful and undisturbed possession under the Company Leases. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than the Company and its Subsidiaries where such lease, sublease or license is material to the financial condition of the Company and its Subsidiaries, taken as a whole. The Company has made available to the Parent complete and accurate copies of all Company Leases.

Real Property. (a) None The Disclosure Schedule contains a complete and accurate list of all the locations of all Real Property owned or leased by the Company or any of the Subsidiaries and the name and address of the lessor and, if a Person different than such lessor, the manager thereof. The Company and the Seller have delivered or caused to be delivered to the Purchaser true and complete copies of all Contracts related to Real Property (including, without limitation, all leases and all management, service, supply, security, maintenance and similar Contracts, and all attornment Contracts, subordination Contracts or similar Contracts, and all other Contracts affecting or relating to the use and quiet and peaceful enjoyment of the Real Property) to which the Company or any of its Subsidiaries owns is a party or is otherwise bound or subject, and, in each case, all amendments thereof, which relate to or affect any real property. (b) Section 3.10(b) of the Company Real Property. Except for the leases pertaining to the Real Property identified in and attached to the Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of Schedule, the Seller, the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant party to any Contract that commits or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred purports to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by commit the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with purchase or without notice otherwise acquire or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of lease any real property leased by any of including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property (i) is in full force and effect, (ii) affords the Company or any such Subsidiary, as the case may be, peaceful, undisturbed and exclusive possession of its Subsidiaries under any the applicable Real Property Lease has not been materially disturbedProperty, (iii) is free of all Adverse Claims, and to (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaserespective parties thereto. (c) The Company and each of its Subsidiaries has goodperformed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property and is not in default or breach thereof. In addition, marketable no party to any such Contract (i) has provided any notice to the Company or any of its Subsidiaries of its intent to terminate or not renew any such Contract, (ii) to the knowledge of the Company and indefeasible title tothe Seller, has threatened to terminate or not renew any such Contract or (iii) is, to the knowledge of the Company and the Seller, in breach or default under any provision thereof, and, to the knowledge of the Company and the Seller, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such a valid leasehold interest breach or default. (d) The Real Property is (i) in good condition and repair and there has been no damage, destruction or license or right loss to use, all any of the material tangible assets Real Property that remains unremedied to date (ordinary wear and properties tear excepted) and (ii) suitable to carry out each of the Company's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, appropriation or other proceedings involving any taking of the Real Property pending, or to the knowledge of the Company or the Seller, threatened, against any of the Real Property. (f) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Real Property, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company or any of its Subsidiaries reflected or any of their respective assets under the terms of any such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any Real Property, the lease of Real Property or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the Company’s consolidated balance sheet as two-years prior to the date of December 31this Agreement in excess of $10,000, 2022 or thereafter acquired which if pursued by the Company or its Subsidiaries, except for assets disposed would require additional expenditures of capital in the Ordinary Course excess of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole$10,000.

Real Property. (a) None ‌ 3.9.1 As of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) Firm Date, Seller holds good and valid leasehold and Easement interests and options in the Project Site pursuant to the Project Real Property Agreements. As of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) Closing Date, the Project Real Property Agreements constitute all of all the real property leased by any rights necessary for the development, construction, commissioning, ownership, operation, use, or maintenance of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable Project in accordance with its terms against Prudent Operating Practices and applicable Law at the Company Project Site. 3.9.2 As of the Firm Date and the Closing Date, with respect to Seller or its Subsidiaries, as applicable, any Affiliate of Seller and, to the CompanySeller’s Knowledge, each other party thereto thereto, each Project Real Property Agreement is legal, valid, binding, and in full force and effect. 3.9.3 As of the Firm Date and the Closing Date, except as set forth in Schedule 3.9.3, (subject a) neither Seller nor any Affiliate of Seller is in breach or default in any material respect under any Project Real Property Agreement and, to applicable bankruptcySeller’s Knowledge, insolvencyno other party to a Project Real Property Agreement is in breach or default in any material respect thereunder, reorganization(b) no event has occurred which, moratorium with notice, lapse of time, or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material both, would constitute a breach or default by the Company Seller or any Affiliate of its Subsidiaries Seller or, to the CompanySeller’s Knowledge, any counterparty under any other party to a Project Real Property LeaseAgreement, andor, to the CompanySeller’s Knowledge, no event would permit termination, modification, or acceleration, thereof, and (c) neither Seller nor any Affiliate of Seller has occurred which (with received or without delivered any written notice or lapse of time or both) would constitute a material breach or default under or termination with respect to any Project Real Property Lease Agreement.‌ 3.9.4 Seller has all requisite [entity type] power and authority to execute and deliver the Project Real Property Agreements, to perform its obligations thereunder and to complete the transactions contemplated thereby. The execution and delivery by Seller of the Project Real Property Agreements, and the performance by Seller of its obligations thereunder, have been duly and validly authorized by all necessary [entity type] action. 3.9.5 There are no commitments or would permit termination ofagreements between Seller or any Affiliate of Seller, on the one hand, and any Governmental Authority or a public or private utility, or a material modification or acceleration thereofany other Person, by any counterparty to any on the other hand, affecting the Project, the Project Site, the Project Real Property Lease. The possession Agreements, the Project Equipment, the Project Improvements, the Project Permits, or any portion thereof or interest therein other than (a) Contracts between Operator and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under subcontractors or vendors of any Real Property Lease has not been materially disturbedtier, (b) Contracts between EPC Contractor and to any of its subcontractors or vendors of any tier and (c) as disclosed in the CompanySeller’s KnowledgeDisclosure Schedules. 3.9.6 Except as set forth on Schedule 3.9.6, as of the Firm Date and the Closing Date, there are no material disputes Actions or Claims pending or, to Seller’s Knowledge, threatened, against, or affecting the Project, the Project Site, the Project Improvements, or any portion thereof or interest therein, in the nature of, or in lieu of, condemnation, land use, zoning or eminent domain proceedings, or otherwise.‌ 3.9.7 As of the Firm Date and the Closing Date, Schedule 1.1(i) contains a true, correct, and complete list of all Project Real Property Agreements with respect to any the Project. As of the Firm Date and the Closing Date, Seller has delivered to Purchaser true, correct, and complete copies of all Project Real Property LeaseAgreements. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None of the No Acquired Company or owns, nor has any of its Subsidiaries owns Acquired Company ever owned, a fee interest in any real property. (b) ‎‎ Section 3.10(b4.13(b) of the Company Disclosure Schedule sets forth Letter contains a true complete and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leasescorrect list, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individuallyAgreement, a “of all leases, subleases and use or other occupancy agreements relating to Leased Real Property Lease,” and collectively, (the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been The Company has delivered or made available to Parent. Each , a true, complete and correct copy of each Real Property Lease is in full force (including all amendments, modifications, renewals, consents, guaranties and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party other agreements with respect thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest Except as set forth in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets‎‎Section 4.13(b) of the Company Disclosure Letter or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, (i) an Acquired Company has a valid leasehold interest in each such Leased Real Property free and clear of any Liens other than Permitted Liens, (ii) an Acquired Company has a legal, valid, binding and enforceable leasehold estate in each such Leased Real Property, subject only to the Enforceability Exceptions and any Permitted Liens, (iii) none of any Acquired Company or, to the Company’s Knowledge, any other party thereto, is in material breach or material default under any such Real Property Lease, and, to the Knowledge of the Company, no event has occurred or circumstance exists which, with notice or lapse of time, or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease, and (iv) no Acquired Company has received any written notice of the existence of any breach or default or event or circumstance that, with notice or lapse of time, or both, would constitute a breach or default by any Acquired Company or the party that is the lessee or lessor of such Leased Real Property. No Real Property Lease is subject to any ground lease, mortgage, deed of trust or other superior Liens or interests (including, for the avoidance of doubt, any present or future right to occupy any portion of the Leased Real Property) that would entitle the holder thereof to interfere with or disturb the tenant’s use and enjoyment of the Leased Real Property or the exercise of the tenant’s rights under any Real Property Lease so long as the tenant is not in default under such Real Property Lease. The Leased Real Property comprises all of the real property used, or otherwise related to, the business of the Acquired Companies. (c) Except as set forth in ‎Section 4.12(c) of the Company Disclosure Letter, the Company has not subleased, assigned or transferred any interest in any Leased Real Property or granted any Person the right to use or occupy any of the Leased Real Property. No option has been exercised by the Acquired Companies under any of the Real Property Leases except options exercised as evidenced by a written document, a true, complete and accurate copy of which has been made available to Parent. To the Knowledge of the Company, the Company has not received any notice of any appropriation, condemnation or eminent domain proceeding relating to or affecting the Leased Real Property that has not been corrected, and to the Knowledge of the Company, no such proceeding is pending or threatened. All brokerage commissions and other compensation and fees due and payable by the Company by reason of the Real Property Leases have been paid in full, except the failure of which would not be material to the Company and its Subsidiaries, taken as a whole. All improvements on the Leased Real Property which are used for the operation of the business are in all material respects in good condition and repair, ordinary wear and tear excepted, have not suffered any material casualty or other material damage that has not been repaired in all material respects and are suitable for the operation of the business.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries subsidiaries owns any real property. (b) Section 3.10(b) 4.10 of the Company Disclosure Schedule sets forth a true all leases, subleases and complete list other agreements (including street addressesthe “Real Property Leases”) of all real property leased by any of under which the Company or any of its Subsidiaries subsidiaries uses, occupies or sublets or has the right to use, occupy or sublet now or in the future, any real property. The Company has heretofore delivered or made available to Parent true, correct and complete copies of all Real Property Leases (and all leasesmodifications, sub-leases, licenses, concessions or other agreements, in each case, pursuant amendments and supplements thereto and all side letters to which the Company or any of its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries subsidiaries is a tenant or landlord as party affecting the obligations of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”any party thereunder). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force constitutes the valid and effect and is a valid, legal and legally binding obligation of the Company or any of its Subsidiaries, as applicable, party theretosubsidiaries, enforceable in accordance with its terms against the Company or its Subsidiaries, (except as applicable, and, to the Company’s Knowledge, each other party thereto (subject to enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or other Laws affecting generally the enforcement of creditors’ rights or by general equity principles), and subject is in full force and effect. All rent and other sums and charges payable by the Company and its subsidiaries as tenants, or payable to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries subsidiaries as sublessor, under each Real Property Lease are current, no termination event or condition or uncured default of a material nature on the part of the Company or any such subsidiary of the Company or, to the Company’s Knowledgeknowledge, any counterparty the landlord or the sublessee, as the case may be, exists under any Real Property Lease. Each of the Company and its subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, and, to except (i) Liens for Taxes and general and special assessments not in default and payable without penalty and material interest; (ii) Liens on the landlord’s interest in the facility being leased which are not currently interfering with the Company’s Knowledgeor any of its subsidiaries’ use and enjoyment of such real property; and (iii) other liens, no event has occurred mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company’s or any of its subsidiaries’ use and enjoyment of such real property or materially detract from or diminish the value thereof. (with or without notice or lapse of time or bothc) would constitute a material breach or default under No party to any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty has given notice to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under subsidiaries of or made a claim against the Company or any Real Property Lease has not been materially disturbed, and of its subsidiaries to the Company’s Knowledge, there are no material disputes Company or any of its subsidiaries with respect to any Real Property Lease. (c) The Company material breach or default thereunder and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as has no knowledge of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholesuch claim.

Real Property. (a) None Set forth on Schedule 3.10(a) is a description, by address, of the real property used in the operation of the Business, all of which is owned by the Company. The Company or any of its Subsidiaries owns does not lease any real property. Such land together with any and all structures, improvements, buildings, and fixtures located thereon, and all of the Company's interests in real property, including, without limitation any and all easements, rights of way, licenses and other interests in real property is herein collectively called, the "Real Property". (b) Section 3.10(b) The Company owns or has the right to occupy and use all the Real Property in a manner necessary for the conduct of the Company Disclosure Schedule sets forth a true Business, including the Property which is owned by it (the "Owned Real Property"), and complete list (including street addresses) to all buildings, structures and other improvements thereon and all fixtures thereto free and clear of all real property leased by any of Encumbrances, except the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” Permitted Encumbrances. The Company has good, valid and collectivelyindefeasible title to the Owned Real Property, free and clear of all Encumbrances other than the “Real Property Leases,” Permitted Encumbrances. (c) All agreements that relate to or provide easements, rights of way, licenses and such related properties being referred to herein individually as a “Company Property” and collectively as other non-fee title ownership interests in the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is (collectively the "Realty Use Rights") are valid and in full force and effect and in accordance with their terms. The Company has furnished or made available to Purchaser copies (or summaries thereof) of all Realty Use Rights. To the Company's knowledge, there is a valid, legal and binding obligation not under any Realty Use Right: (i) any default (or to the knowledge of the Company any claimed default) by the Company, or any event of its Subsidiaries, as applicable, party thereto, enforceable in accordance default or event which with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time time, or both) , would constitute a material breach default by the Company; or (ii) to the knowledge of the Company, any existing default under by any other party to any Realty Use Right, or any event of default or event which with notice or lapse of time, or both, would constitute a default by any other party to any Realty Use Right. (d) No options have been granted to others to purchase, lease or otherwise acquire any interest in the Owned Real Property. (e) Except as set forth in Schedule 3.10(e), and except for environmental matters that are covered exclusively by the representations set forth in Section 3.17, below, the present use of and improvements on the Owned Real Property Lease are in conformity in all material respects with all applicable Laws. (f) Prior to the date hereof, Metal Resources or would permit termination of, the Company has delivered or a material modification or acceleration thereof, by any counterparty made available to any Real Property Lease. The possession Purchaser complete and quiet enjoyment correct copies of any real property leased by any and all deeds, mortgages, title insurance policies, title insurance commitments, surveys, and other similar documents in the possession of Metal Resources or the Company relating to or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and affecting the title to the Company’s Knowledge, there are no material disputes Owned Real Property. (g) All property Taxes and assessments applicable with respect to any the Owned Real Property Lease. (c) The Company and each which are due and payable have been paid, and none of its Subsidiaries has good, marketable and indefeasible title tosame are presently, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries at Closing hereunder will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholedelinquent.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(bSchedule 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) as of the Execution Date of all real mining claims, property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions easements, rights of way or other agreements, in each case, similar Contracts pursuant to which the Company Group Companies own or its Subsidiaries leases or sub-leases lease any real property pursuant or hold an exclusive or non-exclusive easement, license or other right to which use or otherwise operate on real property, including all modifications and Improvements thereto (the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,Property” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company PropertiesAgreements”). True The Company has delivered or made available to Investor true, correct and complete copies of all such Real Property Leases have been made available Agreements as of the Execution Date, including all amendments, supplements or modifications thereto. (b) The Group Companies own or possess a valid leasehold, license, easement, right of way or similar interest (in each case, subject to Parent. Each the terms and conditions contained in the applicable Real Property Lease Agreements) in all of the Real Property related to the Project, or otherwise necessary for the construction and development of the Project in accordance with the Consolidated Project Budget and Feasibility Study, free and clear of all Liens other than the Permitted Encumbrances. Other than the Real Property Agreements and, once executed, the Financing Documents, as of the Execution Date, none of the Group Companies is a party to any agreement or option to purchase, lease or sublease pertaining to or affecting the Real Property, and to the Company’s Knowledge As of the Execution Date (i) no other party to a Real Property Agreement is in default or breach thereunder and (ii) no condition exists which, with the delivery of notice, the passage of time or both, would constitute such breach or default. (c) As of the Execution Date, none of the Group Companies has received written notice from any Governmental Authority that any building, structure, facilities or improvements located on any parcel of Real Property (collectively, “Improvements”) does not comply in all material respects with valid and current certificates of occupancy or similar Permit or that any Improvements do not conform with any applicable Law nor does any such non-conformity or non-compliance exist. (d) The Group Companies have timely paid all consideration, rent, fees and other sums and charges payable by them under the Real Property Agreements. (e) As of the Execution Date, all of the Real Property Agreements are in full force and effect and is constitute a validlegal, legal valid and binding obligation of the Company relevant Group Company, subject to Creditors’ Rights and Equitable Principles. As of the Execution Date, none of the Group Companies is in default or breach under any of its SubsidiariesReal Property Agreement, as applicablenor, to the Company’s Knowledge, is any other party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There there is no material breach event or condition in existence that would reasonably be expected to constitute such a default by or breach, and none of the Company Group Companies has received or delivered any written notice of termination or suspension of, or any of its Subsidiaries ordefault or breach under, to any Real Property Agreement. To the Company’s Knowledge, as of the Execution Date there is no pending assessment or reassessment of any counterparty under any parcel included in the Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) that would constitute result in a material breach increase in Taxes or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes other similar charges with respect to any parcel of Real Property LeaseProperty. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None Neither the Company nor any of its Subsidiaries owns or has ever owned any real property or any interest therein, nor is party to any agreement to purchase any real property or any interest therein. (b) Section 3.18(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing leases, subleases, licenses, or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries owns uses or occupies or has the right to use or occupy, now or in the future, any material real property (such property. (b) Section 3.10(b) of , the “Real Property”). The Company Disclosure Schedule sets forth a true has heretofore made available to Parent true, correct and complete list and unredacted copies of all material Leases of Real Property (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries material modifications and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the material amendments thereto). The Company or its Subsidiaries leases or sub-leases any real property pursuant to which have and own valid leasehold estates in the Company or its Subsidiaries is a tenant or landlord as of Leases and the date of this Agreement (individuallyReal Property, a “Real Property Lease,” free and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies clear of all such Real Property Leases have been Liens other than Permitted Liens. The Company has delivered or made available to Parent. Each Real Property Lease is in full force Parent a complete and effect and is a validaccurate list of all of the existing material Leases granting to any Person, legal and binding obligation of other than the Company or any of its Subsidiaries, as applicableany right to use or occupy, party theretonow or in the future, enforceable in accordance with its terms against any of Table of Contents the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company Real Property or any of interest therein. The Company and its Subsidiaries or, to currently occupy all of the Company’s Knowledge, any counterparty under any material Real Property Lease, and, to necessary for the Company’s Knowledge, no event has occurred which (with or without notice or lapse operation of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession their business and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes other parties occupying or using or with respect a right to any occupy or use such Real Property LeaseProperty. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all All Real Property is suitable for the conduct of the material tangible assets and properties business of the Company or and its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closingpresently conducted, except as is has not had and would not reasonably be expected to behave, individually or in the aggregate, material to a Company Material Adverse Effect. (d) To the Company and its Subsidiariesknowledge of the Company, taken as a wholethere is no pending or threatened, appropriation, condemnation or similar proceedings affecting the Real Property or any part thereof or interest therein or of any sale of other disposition of the Real Property or any part thereof or interest therein in lieu of condemnation.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns any real property. (b) Section 3.10(b) . The Disclosure Schedule contains a complete and accurate list of all the locations of all Real Property leased by the Company or any of the Subsidiaries and the name and address of the lessor and, if a Person different than such lessor, the manager thereof. The Company Disclosure Schedule sets forth a and the Seller have delivered or caused to be delivered to the Purchaser true and complete list (including street addresses) copies of all real property leased by any Contracts relating to Real Property (including, without limitation, all leases and all management, service, supply, security, maintenance and similar Contracts, and all attornment Contracts, subordination Contracts or similar Contracts, and all other Contracts affecting or relating to the use and quiet and peaceful enjoyment of the Real Property) to which the Company or any of its Subsidiaries and all leasesis a party or is otherwise bound or subject, sub-leases, licenses, concessions or other agreementsand, in each case, pursuant all amendments thereof, which relate to which the Company or its Subsidiaries leases or sub-leases affect any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property. Except for the leases pertaining to the Real Property Lease,” identified in and collectivelyattached to the Disclosure Schedule, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a validSeller, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute is a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty party to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of Contract that commits or purports to commit the Company or any of its Subsidiaries under to purchase or otherwise acquire or lease any real property including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property Lease has not been materially disturbed(i) is in full force and effect, (ii) affords the Company or such Subsidiary, as the case may be, peaceful, undisturbed and exclusive possession of the applicable Real Property, (iii) is free of all Adverse Claims, and to (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaserespective parties thereto. (c) The Company and each of its Subsidiaries has goodperformed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property and is not in default or breach thereof. In addition, marketable no party to any such Contract (i) has provided any notice to the Company or any of its Subsidiaries of its intent to terminate or not renew any such Contract, (ii) to the knowledge of the Company and indefeasible title tothe Seller, has threatened to terminate or not renew any such Contract or (iii) is, to the knowledge of the Company and the Seller, in breach or default under any provision thereof, and, to the knowledge of the Company and the Seller, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such a valid leasehold interest breach or default. (d) The Real Property is (i) in good condition and repair and there has been no damage, destruction or license or right loss to use, all any of the material tangible assets Real Property that remains unremedied to date (ordinary wear and properties tear excepted) and (ii) suitable to carry out each of the Company's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, appropriation or other proceedings involving any taking of the Real Property pending, or to the knowledge of the Company or the Seller, threatened, against any of the Real Property. (f) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Real Property, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company or any of its Subsidiaries reflected or any of their respective assets under the terms of any such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any Real Property, the lease of Real Property or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the Company’s consolidated balance sheet as two-years prior to the date of December 31this Agreement in excess of $10,000, 2022 or thereafter acquired which if pursued by the Company or its Subsidiaries, except for assets disposed would require additional expenditures of capital in the Ordinary Course excess of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole$10,000.

Real Property. (a) None The Lessee currently leases the Transferred Real Property and has good and valid title to the leasehold estate in the Transferred Real Property, free and clear of any Liens, except for Permitted Liens. The Seller has heretofore delivered to the Purchaser a true and complete copy of the Company Transferred Lease (including each amendment, supplement and other modification thereto and any guaranty thereof) and the Transferred Lease constitutes the entire agreement between the Lessee and the Lessor with respect to the Transferred Real Property. Neither the Lessee, nor, to the knowledge of the Seller, any other party to the Transferred Lease is in default in any material respect under the terms of the Transferred Lease and all rent and other sums and charges currently due and payable by the Lessee pursuant to the Transferred Lease have been paid. The Lessee is in peaceful and undisturbed possession of the Transferred Real Property, and there are no parties (other than the Lessee) in possession of any portion of the Transferred Real Property. Except as disclosed in the Transferred Lease, the Lessee has not exercised or given any notice of its Subsidiaries owns exercise, received any real propertynotice of exercise by the Lessor of, nor has the Lessor exercised, any option, right of first refusal or right of first offer contained in the Transferred Lease, including any such option or right pertaining to purchase, expansion, renewal, extension, termination or relocation of the Transferred Real Property or Transferred Lease, as applicable. The Lessee is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of the Transferred Real Property (or portion thereof or interest therein). (b) Section 3.10(b) To the knowledge of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any Seller, there is no pending or threatened condemnation, eminent domain proceeding, administrative action, sale or other disposition of the Company Transferred Real Property or any of its Subsidiaries and all leases, sub-leases, licenses, concessions part thereof or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaseinterest therein. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns any real property. (b) Except as set forth in Section 3.10(b3.16(b) of the Sellers and Company Disclosure Schedule sets forth a Schedule, the Company has made available to the Purchaser true and complete list (including street addresses) of information regarding all real property leased by any of or subleased to the Company or any of its Subsidiaries as a tenant or subtenant (the “Company Leased Real Property”). A correct and complete copy of all real property leases and subleases relating to the Company Leased Real Property (the “Company Leases”) and all leasesancillary documents pertaining thereto, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or of its Subsidiaries is a tenant party to or landlord as of the date of this Agreement (individuallyis bound by, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have has been made available to Parentthe Purchaser. Each Real Property Except as set forth in Section 3.16(b) of the Sellers and Company Disclosure Schedule, (i) each Company Lease is in full force and effect and is a valid, legal and binding obligation of enforceable against the Company or any of its Subsidiaries, as applicable, Subsidiaries that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, thereto and, to the Company’s Knowledge, each the other party thereto (parties thereto, in accordance with its terms, subject to applicable bankruptcythe Bankruptcy and Equity Exceptions, insolvency(ii) none of the Company and its Subsidiaries is in material breach of or default under any Company Lease, reorganization(iii) no event has occurred that, moratorium with notice or other Laws affecting generally the enforcement lapse of creditors’ rights and subject time or both, is reasonably likely to general principles of equity). There is no constitute a material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Company Lease, and (iv) all improvements and fixtures and equipment located on the Company Leased Real Property Leaseand owned by the Company or any of its Subsidiaries and used in the business of the Company and/or its Subsidiaries (x) are in reasonably good condition and repair, andsubject to reasonable wear and tear, to and (y) are sufficient for the Company’s Knowledge, no event has occurred which (with or without notice or lapse current and currently contemplated operation of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any the business of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in as the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to case may be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None Section 4.16 of the Company Disclosure Schedule (i) sets forth a list of all real property owned by the Company and the Company Subsidiaries and specifies the entity (Company or Company Subsidiary) that occupies such property if different from the owner (the “Owned Real Property”) and (ii) describes each leasehold interest in real property leased by, subleased by, licensed or with respect to which a right to use or occupy has been granted to the Company or any of its the Company Subsidiaries owns (such leased Real Property together with the Owned Real Property, the “Real Property”), and specifies the lessor(s) of such leased property, the entity (Company or Company Subsidiary) occupying such leased property, and identifies each lease or any real propertyother Contract under which such property is leased (the “Real Property Leases”). There are no written or oral subleases, licenses, concessions, occupancy agreements or other Contracts granting to any other Person the right of use or occupancy of the Real Property and there is no Person (other than the Company or a Company Subsidiary) in possession of the leased Real Property. (b) To the Knowledge of Company, (i) all Real Property Leases listed on Section 3.10(b) 4.16 of the Company Disclosure Schedule sets forth a true are valid, binding, and complete list (including street addresses) enforceable agreements of all real property leased by any of Company and neither the Company or nor any of its Subsidiaries Company Subsidiary is, and all leases, sub-leases, licenses, concessions or no other agreements, in each case, pursuant party to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is is, in full force and effect and is a validviolation of or in default, legal and binding obligation of the Company or in any of its Subsidiariesmaterial respect, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any such Real Property Lease, and, to the Company’s Knowledge, and no event or circumstance has occurred (other than the execution and delivery by the Company of this Agreement, the consummation of the Merger or the compliance with the terms hereof and thereof) which (with constitutes, or without after notice or lapse of time or both) , would constitute a material breach violation or default thereunder on the part of Company or any Subsidiary, or any other party thereto or result in a right to accelerate or a loss of material rights under any such Real Property Lease; and (ii) the Company and each Company Subsidiary has fulfilled all material obligations required to have been performed by it pursuant to each such Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty and the Company has no reason to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of believe that the Company or any Company Subsidiary would not be able to fulfill all of its Subsidiaries material obligations under any such Real Property Lease has not been materially disturbed, and Leases which remain to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately be performed after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholedate hereof.

Real Property. (a) None Schedule 3.18 sets forth a correct and complete list of all real property owned, leased, occupied or used by the Company (collectively, the "Real Property") and indicates whether such property is owned or any of its Subsidiaries owns any real propertyleased by the Company. (b) Section 3.10(b) of the Company Disclosure Schedule 3.18 sets forth a true correct and complete list of (including street addressesi) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-subleases and other material agreements or rights pursuant to which any Person has the right to occupy or use any Real Property owned by the Company and (ii) all leases, licenses, concessions subleases and other material agreements or other agreements, in each case, rights pursuant to which the Company has the right to occupy or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under use any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, owned by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaseothers. (c) The Except as set forth on Schedule 3.18, the Company has good and each of its Subsidiaries has good, marketable and indefeasible fee simple title toto all Real Property purported to be owned by it and good leasehold title to all Real Property purported to be leased by it, or a valid leasehold interest in or license or right each case free and clear of any Liens. (d) All buildings and other improvements located on the Real Property (including without limitation all water, sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition and are suitable for the purposes for which they are used. The Real Property constitutes all real property, buildings and other improvements necessary for the Company to useconduct its business as currently conducted and as currently planned to be conducted. (e) All buildings and other improvements located on the Real Property, all and the use of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired Real Property by the Company or its Subsidiariesand all Persons claiming under it, comply with all Governmental Rules relating to zoning and land use and with all easements, covenants and other restrictions applicable to the Real Property, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to bewhere such non-compliance would, individually or in the aggregate, material to have a Material Adverse Effect. (f) The Real Property: (i) is adequately serviced by all utilities necessary for the Company to conduct its business as currently conducted and its Subsidiariesas currently planned to be conducted thereon; (ii) has adequate means of ingress and egress, taken either directly or by means of perpetual easements or rights-of-way which run with the Real Property; (iii) has adequate parking that is sufficient to meet the needs of the Company's employees and business invitees and to comply with applicable Laws; and (iv) is not located in whole or in part within an area identified as a wholeflood hazard area by any Governmental Authority.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b4.08(a) of the Company Seller Disclosure Schedule sets forth Letter contains a true true, correct and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leaseslist, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement the Original Agreement, (individuallyincluding the date and name of the parties and the street address) of all leases, a “Real Property Lease,” subleases, licenses, concessions, ground leases and collectively, other agreements (written or oral) used or held for use primarily in the operation or conduct of the Business (“Real Property Leases,” ”; and such related properties being referred to herein individually as a “Company Property” and collectively as the real property leased, subleased or licensed thereunder, the “Company PropertiesLeased Real Property”). True Seller has delivered to Purchaser a true and complete copies copy of all each Real Property Lease and any material ancillary agreement to each such Real Property Leases have been made available Lease. Subject to Parent. Each the circumstances described in the proviso to the following sentence, each of the Real Property Lease Leases is legal, valid, binding and in full force and effect in all material respects and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company Seller or its Subsidiaries, as applicable, Subsidiaries and, to the Company’s KnowledgeKnowledge of Seller, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)thereto. There is no material breach or default by the Company or Neither Seller’s nor any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The Subsidiaries’ possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries Leased Real Property under any Real Property Lease has not been materially disturbeddisturbed in any material respect, and to the CompanySeller’s Knowledge, there are no material disputes with respect to any Real Property Lease. Neither Seller or any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Real Property Lease is in material breach or material default under any Real Property Lease, and no event or condition has occurred that constitutes or would constitute (with or without notice or lapse of time or both), a material breach or material default on the part of Seller or any of its Subsidiaries, or to Seller’s Knowledge, any other party to such Real Property Lease, nor has Seller or any of its Subsidiaries received any notice of any such material breach or material default, event or condition; provided, that, for purposes of this sentence, it shall not be a material default with respect to any such Real Property Lease if such Real Property Lease is not in effect on the Closing Date because (x) its term has ended pursuant to the terms thereof or (y) the other party under such Real Property Lease has terminated such Real Property Lease for any reason other than a default by Seller or any of its Subsidiaries thereunder. Neither Seller nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. Neither Seller nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. (b) Section 4.08(b) of the Seller Disclosure Letter sets forth the street address of all real property that is both (i) owned by Seller and its Subsidiaries and (ii) used or held for use primarily in the operation or conduct of the Business (Seller’s fee simple interest therein together with all buildings, improvements and structures thereon, the “Owned Real Property” and together with the Leased Real Property, the “Real Property”). Seller or one of its Subsidiaries owns the Owned Real Property in fee simple and has good and marketable title to such Owned Real Property subject to no Liens except for Permitted Liens. There are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. For purposes of this Section, “used or held for use primarily in the operation or conduct of the Business” does not include real property that is, or real property that has, a building, improvement or structure thereon that is, closed or otherwise no longer actively involved in Business, including real property where Seller’s involvement and obligations are limited to closure or remediation. (c) The Company and each To Seller’s Knowledge, all Improvements owned, leased, licensed or otherwise occupied by Seller or any of its Subsidiaries has good, marketable located on the Real Property are in reasonable working order and indefeasible title to, or a valid leasehold interest repair in or license or right to use, all material respects and are and suitable for the purpose for which they are currently used and sufficient for the operation of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet Business as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except currently conducted. Except as is not and would not reasonably be expected to behave a Material Adverse Effect, (i) no condemnation, rezoning, dedication or expropriation proceeding is pending or, to Seller’s Knowledge, threatened against the Real Property or the Improvements and (ii) to Seller’s Knowledge, there are no structural deficiencies or latent defects affecting any of the Improvements and, to Seller’s Knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business as currently conducted. (d) Except as would not reasonably be expected to have a Material Adverse Effect, all Improvements owned, leased, licensed or otherwise occupied by Seller or any of its Subsidiaries located on the Real Property are in a state of good working order and repair and are and suitable for the purpose for which they are currently used and sufficient for the operation of the business as currently conducted. (e) Except for Permitted Liens, there are no actual, pending or, to the Company Knowledge of Seller, threatened condemnation or eminent domain proceedings, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting any Real Property or any part thereof, and neither Seller or any of its SubsidiariesSubsidiaries has received any written notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof. Except as set forth on Section 4.08(e) of the Seller Disclosure Letter and except for Permitted Liens, taken as a wholethere are no agreements granting any Person other than Seller or any of its Subsidiaries the right to use or occupy any material portion of the Real Property. (f) With respect to the Business, neither Seller nor any of its Subsidiaries is party to or bound by any Contract or option to purchase or sell any real property or interest therein.

Real Property. (a) None As of the Closing, the Company or any of its Subsidiaries owns does not own any real property. (bproperty . Schedule 3.14(a) Section 3.10(b) of the Company Disclosure Schedule sets forth a true true, correct and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leasessubleases, licenseslicenses or Contracts, concessions or other agreementsincluding all modifications thereof and amendments thereto including the Facility Lease (each, in each casea “Lease”), pursuant to under which the Company leases, subleases, licenses or its Subsidiaries leases otherwise uses, operates or sub-leases any holds real property pursuant in connection with or otherwise related to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement Business (individually, a “Real Property Lease,” and collectivelysuch real property, the “Leased Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True The Company has a valid leasehold interest in the Leased Real Property, free and complete copies clear of all such Real Property Leases have been made available to Parent. Each Real Property Liens, other than Permitted Liens, and each Lease is valid, binding and in full force and effect and is a valideffect, legal and binding obligation of enforceable against the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiariesterms, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity). True, correct and complete copies of all Leases have been provided to Buyer. (b) The Company has performed all material obligations imposed on it under the Lease, and neither the Company nor any other party thereto is in material default thereunder, nor is there any event that with notice or lapse of time, or both, would constitute a material default by the Company or, to the knowledge of the Company, any other party thereunder. The Company has not received or delivered any written notice of any default under any Lease. There is no material breach pending disagreement or default by the Company or dispute with any of its Subsidiaries or, other party to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with nor is there any pending request or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment process for amendment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, Leased Real Property constitutes all of the material tangible assets and properties real property utilized by the Company in the operation of the Company or its Subsidiaries reflected in Business as presently conducted and is sufficient to carry on the Business as presently conducted and as conducted consistent with past practice. (d) There is no pending or, to the Company’s consolidated balance sheet as knowledge, threatened appropriation, condemnation or like Action affecting the Leased Real Property or any part thereof or any sale or other disposition of December 31the Leased Real Property or any part thereof in lieu of condemnation, 2022 or thereafter acquired by and the Company has not received any written notice of any such appropriation, condemnation or its Subsidiarieslike Action. (e) To the Company’s knowledge, except for assets disposed the use of the Leased Real Property, or any portion thereof and the improvements erected thereon, does not, in the Ordinary Course of Business: any material respect, breach, violate or conflict with (i) Immediately after any covenants, conditions or restrictions applicable thereto, or (ii) the Effective Time, the tangible assets (which, for the avoidance terms and provisions of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeContract relating thereto.

Real Property. (a) None Schedule 4.19 sets forth a true, correct and complete list of all real property leases, subleases or licenses pursuant to which the Company is a lessor, lessee, sublessor, sublessee, licensor or licensee, in each case as amended through the date hereof, which list includes the effective date of such lease, the street address, the identity of the lessors, lessees, sublessors, sublessees, licensors or licensees, or with respect to which a Company has guarantied the obligations of any other Person, the term thereof (referencing applicable extension or any renewal periods, the rent payment terms, maximum potential exposure and the current use). The Company has delivered to Buyer true, correct and complete copies of its Subsidiaries owns each such lease, sublease or license. The real property interests described or listed on Schedule 4.19 (the “Company Properties”) constitutes all of the interests in real property owned, leased or otherwise held for use by the Company. The Company does not own any real property. (b) Section 3.10(b) Each lease of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased premises utilized by any of the Company or any of its Subsidiaries in connection with the Business is legal, valid and binding in all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which material respects on the Company and, to the Knowledge of the Company, legal, valid and binding in all material respects on the other party or its Subsidiaries leases or sub-leases any real property pursuant to which the parties thereto. The Company or its Subsidiaries is a tenant or landlord as possessor in good standing thereunder, free of any material default or breach on the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation part of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company’s Knowledge, each other party thereto (subject to applicable bankruptcyfree of any material default or breach on the part of the lessors thereunder, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to quietly enjoys the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leasepremises provided for therein. (c) The Company and each Except as set forth on Schedule 4.19, no consent of its Subsidiaries has goodany Person to any lease, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interestsublease, license or other similar interests or right to use any assets) mortgage is required in connection with the consummation of the Company transactions contemplated by this Agreement, the other Transaction Documents or its Subsidiaries will constitute all the sale of the tangible assets necessary to conduct Stock, and the businesses consummation of the Company transactions contemplated by this Agreement, the other Transaction Documents, or its Subsidiaries immediately after the Closing, except as sale of the Stock is not and prohibited by, or does not constitute a default under, any such lease, sublease, license or mortgage. (d) Except as set forth in Schedule 4.19, there are no eminent domain proceedings pending or, to the Knowledge of the Company, threatened against any Company Property. There are no pending or, to the Knowledge of the Company, contemplated, zoning changes, “floor area ratio” changes, variances, special zoning exceptions, conditions or agreements which have or would not reasonably be expected to be, individually or have a Material Adverse Effect. Public utilities currently serve all utility requirements necessary for the current use of all Company Property. All of the Company Properties are currently zoned in the aggregatezoning category which permits operation of such properties as now used, material to operated and maintained for the operation of the Business, and none of such Company and Properties nor its Subsidiariesrespective use is in violation of any local governmental rule, taken as a wholeordinance, regulation or building code.

Real Property. (a) None Schedule 4.7(a) lists all of the Owned Real Property, in each case identifying the address and owner of such Owned Real Property. The Company or its applicable Subsidiary has good and marketable fee simple title to such Owned Real Property and all of the other Owned Real Property, free and clear of Liens, other than Permitted Liens. Neither the Company nor any Subsidiary has entered into any, and there are no, occupancy agreements, leases, licenses, easements, concessions, tenancies or other agreements of a similar nature, written or oral, granting to any Person the right of use or occupancy of all or any portion of any Owned Real Property, in each case, except as is not material to the Business and except for colocation and similar access rights provided in the ordinary course of business. There are no outstanding written lease, option or other written acquisition agreements with any third party with respect to the Owned Real Property. (b) Schedule 4.7(b) lists all leases, subleases and licenses for real property (excluding right of ways, easements, indefeasible rights to use (or similar arrangements) and fiber swaps (and similar arrangements)) that is leased, subleased or licensed to the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) the “Real Property Leases” and those Real Property Leases that involve annual payments in excess of $1,000,000 (the “Material Real Property Leases”). Neither the Company Disclosure Schedule sets forth a true nor any Subsidiary has entered into any, and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leasesthere are no, sub-leasesoccupancy agreements, subleases, licenses, concessions easements, concessions, tenancies or other agreementsagreements of a similar nature, written or oral, granting to any Person the right of use or occupancy of all or any portion of any Leased Real Property subject to a Material Real Property Lease, in each case, pursuant except as is not material to which the Company Business and except for colocation and similar access rights provided in the ordinary course of business. There are no outstanding written sublease, option or its Subsidiaries leases or sub-leases other written acquisition agreements with any real property pursuant third party with respect to which the Company or its Subsidiaries is Leased Real Property subject to a tenant or landlord as of the date of this Agreement (individually, a “Material Real Property Lease,, in each case, that is material to the Business. (c) Schedule 4.7(c) lists each right of way, easement, indefeasible right to use (or similar arrangement) or fiber swap (or similar arrangement), the individual loss of which would reasonably be expected to be material to the Business (the “Other Real Property Agreements” and, together with the Owned Real Property and collectivelythe Material Real Property Leases, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company PropertiesInterests”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid. (d) Except as set forth on Schedule 4.7(d), legal and binding obligation as of the Company or any of its Subsidiariesdate hereof, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There there is no material breach or default by the Company or any of its Subsidiaries not pending or, to the Company’s Knowledge, threatened any counterparty under (i) zoning application or proceeding, (ii) condemnation, eminent domain or taking proceeding or (iii) other Action relating to any Real Property Lease, and, Interest; provided that the representations and warranties in this Section 4.7(d) are given to the Company’s Knowledge, no event has occurred which (Knowledge with or without notice or lapse of time or both) would constitute respect to the Real Property subject to a material breach or default under any Material Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any and the Other Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property LeaseAgreements. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None of the No Group Company owns, directly or indirectly, or has ever owned, any of its Subsidiaries owns real property, nor does any Group Company hold title to any real property. (b) Section 3.10(b5.10(b) of the Company Disclosure Schedule sets forth a true and complete list lists (including i) the street addresses) address of all each parcel of real property leased or subleased by any Group Company, together with all buildings, structures and facilities located thereon (“Leased Real Property”); (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. The Company has delivered or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to ParentAcquiror true, complete and correct copies of any leases, subleases, or other occupancy agreements, and any amendments, guaranties or addendums thereto, including all notices exercising renewal, expansion or termination rights thereunder affecting the Leased Real Property. Each No Group Company is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property Lease is in full force and effect and is a valid, legal and binding obligation the conduct of the Company Group Companies’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or any agreement. No material improvements constituting a part of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company Leased Real Property encroach on real property owned or its Subsidiaries, as applicable, andleased by a Person other than the Group Companies. There are no Actions pending nor, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium threatened against or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company Leased Real Property or any portion thereof or interest therein in the nature or in lieu of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with condemnation or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaseeminent domain proceedings. (c) The Company has made available to Acquiror all title reports, surveys, title policies, environmental audits or reports, maintenance reports, permits and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right appraisals with respect to use, all the Leased Real Property to the extent any of the material tangible assets and properties foregoing are in the possession of the Company or the agents under its Subsidiaries reflected control. (d) No Group Company has leased or sublet, as lessor, sub lessor, licensor or the like, any of the Leased Real Property to any Person. The Leased Real Property has access, in all material respects, sufficient for the Company’s consolidated balance sheet as conduct of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business:, including to public roads and to all utilities, (including electricity, internet, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operation of the business at that location). (ie) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute The Leased Real Property constitutes all of the tangible assets necessary to real property utilized by the Group Companies. (f) The Leased Real Property is sufficient for the conduct the businesses of the Group Companies’ business. All buildings, structures and appurtenances comprising part of the Leased Real Property that are currently being used by the Group Companies are structurally sound and in satisfactory condition and have been reasonably maintained, normal wear and tear excepted. No Group Company or its Subsidiaries immediately after has an obligation to restore the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material premises subject to the Company and its SubsidiariesLeased Real Property to their condition at the start of the applicable lease or otherwise, taken as a wholewhether on the date hereof or at the termination or expiration of the lease.

Real Property. (a) None Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) either the Partnership or a Subsidiary of the Company Partnership has good and valid title to each material real property (and each real property at which material operations of the Partnership or any of its Subsidiaries owns are conducted) owned by the Partnership or any Subsidiary, other than Partnership Real Property Leases and Rights-of-Way (such owned real property. property collectively, the “Partnership Owned Real Property”) and (bii) Section 3.10(b) either the Partnership or a Subsidiary of the Company Disclosure Schedule sets forth Partnership has a true good and complete list (including street addresses) of all real property leased by any of valid leasehold interest in each material lease, sublease and other agreement under which the Company Partnership or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of the Partnership or any of its Subsidiaries are conducted) (any property subject to such lease, sublease or other agreement, the “Partnership Leased Real Property” and, together with the Partnership Owned Real Property, the “Partnership Real Property” and all such leases, sub-leases, licenses, concessions or subleases and other agreements, the “Partnership Real Property Leases”), in each case, pursuant to which free and clear of all Liens other than any Partnership Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the Company or its Subsidiaries leases or sub-leases any existing use of the real property pursuant to which the Company or its Subsidiaries is a tenant or landlord subject thereto (as used as of the date of this Agreement Agreement) by the owner (individually, or lessee to the extent a leased property) thereof in the operation of its business (“Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company PropertiesPermitted Encumbrances”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (A) each Partnership Real Property Lease is valid, binding and in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiariesterms, as applicable, and, subject to the Company’s Knowledge, each other party thereto limitation of such enforcement by (subject to applicable x) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting generally the enforcement of or relating to creditors’ rights and generally or (y) subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity). There is , regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material breach or default by nature on the Company or any part of the Partnership or, if applicable, its Subsidiaries Subsidiary or, to the Company’s Knowledgeknowledge of the Partnership, any counterparty the lessor thereunder, exists under any Partnership Real Property Lease, and, to the Company’s Knowledge, Lease and no event has occurred which (or circumstance exists that, with or without notice or lapse the giving of time notice, the passage of time, or both) , would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Partnership Real Property Lease. (cb) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet Except as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to behave, individually or in the aggregate, a Partnership Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Partnership Owned Real Property or the Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of such Partnership Owned Real Property or Partnership Leased Real Property by the Partnership or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among the Partnership and its Subsidiaries or among the Partnership’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Partnership Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Partnership Owned Real Property by the Partnership or its Subsidiaries in the operation of its business thereon, and (iii) neither the Partnership nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of Partnership Owned Real Property or Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of such Partnership Owned Real Property or Partnership Leased Real Property by the Partnership or its Subsidiaries in the operation of its business thereon. (c) Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect: (i) each of the Partnership and its Subsidiaries has such Rights-of-Way that are necessary for the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Partnership Permitted Liens); (ii) the Partnership and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Partnership and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither the Partnership nor any of its Subsidiaries has received written notice of, and, to the Company knowledge of the Partnership, there does not exist, the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Partnership and its SubsidiariesSubsidiaries in and to any such Rights-of-Way. Except as would not, taken individually or in the aggregate, have a Partnership Material Adverse Effect, all pipelines operated by the Partnership and its Subsidiaries have or are otherwise entitled to the benefits of all Rights-of-Way that are necessary for the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and there are no gaps (including any gap arising as a wholeresult of any breach by the Partnership or any of its Subsidiaries of the terms of any Rights-of-Way) in such Rights-of-Way that would prevent the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated.

Real Property. The Companies do not own any real property. Section 4.08 of the Disclosure Schedules describes in reasonable detail the real property subleased to or by either Company (the “Subleased Real Property”). Each Company has delivered to Buyer a true, correct and complete copy of each sublease and all amendments, modifications, guarantees, indemnities, assignments, extensions and agreements relating to any Subleased Real Property (the “Subleases”). With respect to the Sublease: (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease Sublease is in full force and effect and is a valid, legal binding and binding obligation enforceable against each of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable parties thereto in accordance with its terms against the Company or its Subsidiariesterms, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or and other Laws of general application affecting generally the enforcement of creditors’ rights and subject to remedies of creditors and general principles of equity). There is no material breach . (b) The applicable Company has not assigned, sublet, transferred or default by the Company conveyed any interest in any Sublease or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Subleased Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any rights of its Subsidiaries under any Real Property Lease has not been materially disturbedfirst offer or refusal with respect thereto, and each Sublease constitutes the entire agreement to which the Company’s Knowledge, there are no material disputes applicable Company is a party with respect to any such Subleased Real Property LeaseProperty. (c) The applicable Company has good and valid title to the leasehold estate in the Subleased Real Property for the full terms of each Sublease, free and clear of its Subsidiaries any Liens. (d) The applicable Company is not in default under any Sublease and (A) no other party to any Sublease is in default thereunder, (B) to the Knowledge of Seller no party to any Sublease has goodrepudiated any provision thereof and (C) no event has occurred that, marketable and indefeasible title towith notice or lapse of time, would constitute a breach or a valid leasehold interest material default or permit termination, modification or acceleration under any Sublease. (e) The Subleased Real Property constitutes all real property used or occupied by the Companies in or license or right to connection with the operation of their respective Business. (f) To the Knowledge of Seller, the use, all occupancy, operation and condition of the material tangible assets Subleased Real Property is not in violation of applicable covenants, conditions, restrictions or Contracts and properties any applicable Laws, including health, safety, zoning and other Laws to which it is subject in accordance with current use. (g) All applicable permits, licenses and other evidences of compliance that are or were required to be obtained in connection with the construction of the Company Improvements and the occupancy, condition, operation and use thereof have been obtained and complied with in all material respects. (h) There are no repair, replacement or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business:restoration obligations owed under any Sublease. (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license There are no material defects in design or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material structure with respect to the Company Improvements. (j) The Transactions do not require the consent of any other party to any Sublease and its Subsidiarieswill not result in a breach of or default under such Sublease. (k) The Companies have not collaterally assigned or granted any other Lien in such Sublease or any interest therein and there are not Liens on the estate or interest created by such Sublease. (l) There is no condemnation or appropriation or similar Proceeding pending or, taken as to the Knowledge of Seller, threatened or contemplated against the Subleased Real Property or the Improvements thereon. There are no disputes regarding the Subleased Real Property or the Improvements, and, to the Knowledge of Seller, there are no facts that are reasonably likely to give rise to such a wholedispute.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule 4.12 sets forth a true and complete list of (including street addressesi) of all real property leased and interests in real property owned in fee by any of the Company or any of and its Subsidiaries (individually, an "Owned Property" and collectively, the "Owned Properties"), and (ii) all leasesreal property and interests in real property leased, sub-leasessubleased, licenses, concessions assigned or other agreements, in each case, pursuant to which otherwise used or occupied by the Company or and its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease"Leased Property" and collectively the "Leased Properties,” " and collectivelythe Leased Properties together with the Owned Properties, the “Real Property Leases,” and such related properties being referred to herein individually as a “"Company Property” " and collectively as the “"Company Properties”"). True The Company or its Subsidiaries have good and complete copies marketable fee simple title to all Owned Properties and all buildings, structures and other improvements located thereon, free and clear of all such Real Property Leases have been made available to ParentLiens of any nature whatsoever except the Permitted Exceptions (as defined in Section 9.1). Each Real Property Lease is The Company Properties constitute all interests in full force and effect and is a valid, legal and binding obligation real property currently used or currently held for use in connection with the business of the Company and its Subsidiaries and which are necessary for the continued operation of the business of the Company and its Subsidiaries as the business is currently conducted. The Company or any of its SubsidiariesSubsidiary, as applicablethe case may be, party thereto, has a valid and enforceable in accordance with its terms against and binding leasehold interest to each of the Company or its Subsidiaries, as applicable, and, Leased Properties pursuant to the Company’s Knowledgeleases, each subleases, assignments or other party thereto agreements listed on and attached as exhibits to Schedule 4.12 (the "Real Property Leases"), subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws similar laws affecting creditors' rights generally the enforcement of creditors’ rights and subject subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). There , and to the Seller's best knowledge, (i) there is no material breach default under any of the Real Property Leases by the Company or any Subsidiary, (ii) there is no default or threatened default by any other party thereto and (iii) no event has occurred that with the lapse of time or the giving of notice, or both, would constitute a default by any party thereunder. All rent and other sums and charges payable by the Company or any of its Subsidiaries as tenant thereunder are current. The Real Property Leases have not been modified or amended except as set forth on Schedule 4.12. All of the Company Properties, buildings, structures, fixtures and improvements thereon owned or leased by the Company or any Subsidiary are in good operating condition, maintenance and repair (subject to normal wear and tear) and, to the Seller's best knowledge, there are no defects with respect thereto which would impair the day-to-day use of any the Company Properties and the buildings, structures, fixtures or improvements located thereon or which would subject the Company, or any Subsidiary or the Seller to any liability under applicable Law (except Environmental Law, which is covered by Section 4.19), including any restoration or repair obligation effective upon termination of any Real Property Leases, except as set forth on Schedule 4.12. To the Seller's best knowledge, all buildings, structures, fixtures and improvements located on the Company Properties are supplied with sufficient utilities necessary to operate the business as currently conducted at each of the Company Properties. (b) There is no pending or, to the Company’s KnowledgeSeller's best knowledge, threatened, appropriation, condemnation or like proceeding affecting the Company Properties or any counterparty under part thereof or of any Real Property Leasesale or other disposition of the Company Properties or any part thereof in lieu of condemnation. (c) To the Seller's best knowledge, andthe uses for which the Company Properties are zoned do not restrict, or in any manner impair, the use of the Company Properties for current purposes of the business of the Company and its Subsidiaries and the construction of the Company Properties complies in all material respects with all applicable building and zoning codes, deed restrictions, ordinances and rules. Neither the Seller nor any of its Subsidiaries has received any notice of any violation of any applicable zoning law, relating to or affecting the Company Properties, and to the Company’s Knowledgebest knowledge of the Seller, no event has occurred which such violation exists. (d) To the Seller's best knowledge, the buildings and other improvements located on each of the Company Properties do not encroach on any easements or on any land not included within the boundary lines of such Company Properties and there are no neighboring improvements encroaching on such Company Properties, except for such of the foregoing as do not and will not individually or in the aggregate interfere with or without notice or lapse the current uses of time or bothsuch Company Properties in the business of the Company and its Subsidiaries. (e) would constitute a material breach or default under any Real Property Lease or would permit termination ofTo the Seller's best knowledge, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment the current uses of any real property leased by parcel included in the Company Properties do not in any of respect violate or conflict with (i) any covenants, conditions or restrictions applicable thereto to which the Company or any of its Subsidiaries under is bound or (ii) the terms and provisions of any Real Property Lease has not been materially disturbed, and contractual obligations relating thereto to which the Company’s Knowledge, there are no material disputes with respect to Company or any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholebound.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b3.07(a)(i) of the Company Seller Disclosure Schedule Letter sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leaseslist, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement Agreement, of all real property owned in fee by any Group Company (individuallythe “Owned Real Property”). Section 3.07(a)(ii) of the Seller Disclosure Letter sets forth a true and complete list, a as of the date of this Agreement, of all real property leased, licensed or occupied by any Group Company (as lessee) (the “Leased Real Property Lease,Property” and collectivelyand, together with the Owned Real Property, the “Company Real Property”). (b) The Group Company referred to in Section 3.07(a)(i) of the Seller Disclosure Letter has legal and beneficial title to all Owned Real Property Leases,” and such related properties being referred valid legal and beneficial title to herein individually as a “Company the tenant’s interest in all Leased Real Property” , in each case free and collectively as the “Company Properties”). True and complete copies clear of all such Liens (other than Permitted Liens). (c) All leases related to the use and occupancy of the Leased Real Property Leases have been made available to Parent. Each Real Property Lease is are valid, binding and in full force and effect and is a valid, legal and binding obligation of are enforceable by the Group Company or any of its Subsidiaries, as applicable, party thereto, enforceable thereto in accordance with its terms against their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at Law). Each Group Company party thereto has performed all material obligations required to be performed by it under each such lease, and it is not (with or its Subsidiarieswithout the lapse of time or the giving of notice, as applicable, or both) in material breach or material default in any respect thereunder and, to the Company’s KnowledgeKnowledge of Seller, each no other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There any lease is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or the lapse of time or the giving of notice, or both) would constitute a in material breach or material default under in any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiariesthereunder, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to beas, individually or in the aggregate, would not be expected to be, material to the Company and its Subsidiaries, Group Companies taken as a whole. (d) A Group Company has in its physical possession or under its control free from any Lien (other than Permitted Liens) the deeds and documents necessary to prove the title of a Group Company to each Company Real Property that is registerable but is not at the date hereof registered at the relevant land registry of the applicable jurisdiction. (e) Each Company Real Property has the benefit of rights of access required for its continued use to conduct business immediately after the Closing Date in all material respects in the same manner as currently used. (f) To the Knowledge of Seller, all title covenants, restrictions, stipulations and other encumbrances which a Group Company is required to comply with and relate to the Owned Real Property have been observed and performed in all material respects and, to the Knowledge of Seller, no notice of any alleged breach has been received by any Group Company which remains outstanding. (g) To the Knowledge of Seller, there are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the Knowledge of Seller, threatened against the Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (h) To the Knowledge of Seller, there is not any reason that would prevent the Company Real Property from being occupied by the Group Companies immediately after the Closing Date in the same manner as occupied by the Group Companies immediately prior to the Closing. (i) The Group Companies do not, individually or in aggregate, have liability (whether actual or contingent) in respect of land and buildings that have been previously owned by any Group Company at any time during the period of 12 years prior to the date of this agreement whether freehold, commonhold or leasehold (other than in relation to the Company Real Property) in excess of GBP 5,000,000.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.10(b3.19(b) of the Company Disclosure Schedule sets forth contains a true list of all material real property currently leased, used, or occupied by the Company or any Subsidiary (“Leased Real Property”) and each of the material leases, subleases, licenses, or other agreements (collectively, the “Leases”) to which the Company or any Subsidiary is a party. The Company has made available to Parent true, correct and complete list in all material respects copies of all Leases (including street addressesall material modifications, amendments, supplements, consents, waivers and side letters thereto). To the Company’s Knowledge, each Lease is in full force and effect in accordance with its terms, and the Company or Subsidiary which is a party thereto holds a valid leasehold estate in the Leased Real Property described therein, free and clear of all Liens (other than Permitted Encumbrances). (c) Section 3.19(c) of the Company Disclosure Schedule contains a list in all real property leased material respects of all of the existing Leases entered into by any of the Company or any of its Subsidiaries and all leasesgranting to any Person, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of than the Company or any of its Subsidiaries, as applicableany subleasehold estate, party theretolicense to use or occupy, enforceable or other right, now or in accordance with its terms against the future, in any of the Leased Real Property (d) Neither the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or nor any of its Subsidiaries oris in breach of or default under, to the Company’s Knowledgeor has received written notice of any breach of or default under, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (that with or without notice or lapse of time or both) both would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, thereunder by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under or any Real Property Lease has not been materially disturbed, and to other party thereto. (e) To the Company’s Knowledge, there are no each Leased Real Property (including the operating systems serving such property) is in reasonably good operating condition and repair, water-tight, free from material disputes structural, physical, mechanical, electrical, plumbing, roof or other defects, maintained in a manner consistent with industry standards generally followed with respect to any Real Property Leasesimilar property. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (ai) None of There is no real property owned in fee by the Company or any of and its Subsidiaries owns any real propertysubsidiaries. (bii) Section 3.10(b3.01(q) of the Company Disclosure Schedule sets forth a true all leases, subleases and complete list other agreements (including street addressesthe "Real Property Leases") of all real property leased by any of under which the Company or any of its Subsidiaries subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property. The Company has heretofore made available to Parent true, correct and complete copies of all the Real Property Leases (and all leasesmodifications, sub-leases, licenses, concessions or other agreements, in each case, pursuant amendments and supplements thereto and all side letters to which the Company or any of its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries subsidiaries is a tenant or landlord as party affecting the obligations of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”any party thereunder). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force constitutes the valid and effect and is a valid, legal and legally binding obligation of the Company or any of its Subsidiaries, as applicable, party theretosubsidiaries, enforceable in accordance with its terms against terms, and is in full force and effect. All rent and other sums and charges payable by the Company and its subsidiaries as tenants under each Real Property Lease are current and no termination event or condition or uncured default of a material nature on the part of the Company or its Subsidiaries, as applicable, andany such subsidiary or, to the Company’s Knowledge's knowledge, the landlord, exists under any Real Property Lease. Each of the Company and its subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except (A) Taxes and general and special assessments not in default and payable without penalty and interest, and (B) other Liens which do not materially interfere with the Company's or any of its subsidiaries' use and enjoyment of such real property or materially detract from or diminish the value thereof. (iii) No party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject any such Real Property Leases has given notice to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with subsidiaries of or without notice or lapse of time or both) would constitute made a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of written claim against the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes subsidiaries with respect to any Real Property Leasematerial breach or material default thereunder. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None Each of the Company or any of and its Subsidiaries owns any subsidiaries has good and marketable title in fee simple to all real property. (b) properties owned by it and all buildings, structures and other improvements located thereon and valid leaseholds in all real estate leased by it, other than Company Permitted Liens. Section 3.10(b3.19(a) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all (i) real property leased owned by any the Company or its subsidiaries as of the date hereof and (ii) real property leased, subleased, or otherwise occupied or used by the Company or any of its Subsidiaries and all leasessubsidiaries as lessee. With respect to each parcel of real property leased, sub-leasessubleased, licenses, concessions or other agreements, in each case, pursuant to which otherwise occupied or used by the Company or any of its Subsidiaries leases or sub-leases any real property pursuant to which subsidiaries as lessee: (i) the Company or its Subsidiaries is the applicable subsidiary has a tenant valid leasehold interest or landlord other right of use and occupancy, free and clear of any Liens on such leasehold interest or other rights of use and occupancy, or any covenants, easements or title defects known to or created by the Company or the applicable subsidiary, except as do not materially affect the occupancy or uses of such property. Each of the date of this Agreement (individuallyCompany's and its subsidiaries' agreement with respect to real property leased, a “Real Property Lease,” and collectivelysubleased, or otherwise occupied or used by the “Real Property Leases,” and such related properties being referred to herein individually Company as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease lessee is in full force and effect and is a validhas not been amended. Neither the Company or the applicable subsidiary nor, legal and binding obligation to the knowledge of the Company or the applicable subsidiary, any of its Subsidiaries, as applicable, other party thereto, enforceable is in accordance with its terms against the Company material default or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach under any such agreement. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Company or the applicable subsidiary under any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, such agreement and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any knowledge of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledgeapplicable subsidiary, there are is no material disputes with respect breach or anticipated breach by any other party to any Real Property Leasesuch agreements. (cb) The As used in this Agreement, Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: Permitted Liens shall mean: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assetsAny Lien reflected in Section 3.19(b)(i) of the Company Disclosure Schedule, (ii) Liens for Taxes not yet due or its Subsidiaries will constitute all of delinquent or as to which there is a good faith dispute and for which there are adequate provisions on the tangible assets necessary to conduct the businesses books and records of the Company in accordance with GAAP, (iii) with respect to real property, any Lien, encumbrance or its Subsidiaries immediately after the Closing, except as other title defect which is not in a liquidated amount (whether material or immaterial) and would not reasonably be expected to bewhich does not, individually or in the aggregate, material to interfere materially with the Company current use or materially detract from the value or marketability of such property (assuming its continued use in the manner in which it is currently used) and its Subsidiaries(iv) inchoate materialmen's, taken as a wholemechanics', carriers', workmen's and repairmen's liens arising in the ordinary course and not past due and payable or the payment of which is being contested in good faith by appropriate proceedings.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries Company Subsidiary owns any real property. (b) Section 3.10(b. Schedule 4.13(a) of the Company Disclosure Schedule Schedules sets forth a true and complete list (including street addresseswhich list shall be updated by the Company as of the Closing) of all real property leased or subleased by any of the Company or any of its Subsidiaries Company Subsidiary (as updated, the “Leased Real Property”) and all leases, sub-leases, licenses, concessions Leased Real Property that has been subleased or other agreements, in each case, pursuant to which assigned by the Company or its Subsidiaries leases or sub-leases any real property pursuant Company Subsidiary to which any other Person and sets forth the Company or its Subsidiaries is a tenant or landlord as names of the parties thereto, the date of this Agreement the lease or sublease and each amendment thereto (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company PropertiesLease Documents”). True and complete copies of all such Real Property Leases the Lease Documents have been made available to ParentPurchaser no later than fifteen (15) days prior to the Closing Date. Each Real Property of the Lease Documents is valid, binding and in full force and effect and is a validneither the Company, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, andSubsidiaries nor, to the Knowledge of the Company’s Knowledge, each any other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium is in material violation of or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)in material default thereunder. There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no No event has occurred which or circumstance or condition exists, that (with or without notice or notice, lapse of time or both) would constitute reasonably be expected to (i) result in a material breach or material violation of or material default thereunder, (ii) give any party the right to cancel or accelerate payments thereunder or terminate or materially modify any Lease Document or (iii) give any party to any Lease Document or any property formerly leased by the Company, any Company Subsidiary or any of their predecessors the right to seek damages or other remedies. (b) Except as set forth in Schedule 4.13(b) of the Disclosure Schedules, the Company and each Company Subsidiary has valid leasehold interests in (or has analogous property rights under any applicable Law) all Leased Real Property Lease used by it. (c) Schedule 4.13(c) of the Disclosure Schedules sets forth a list (which list shall be updated by the Company as of the Closing) of each franchise, license or similar agreement pursuant to which the Company or any Company Subsidiary grants rights to any third party to use the Intellectual Property of the Company and the hotel reservation system of the Company and the Company Subsidiaries, and described the property that is subject to such agreement (such property, as updated, together with the Leased Real Property, collectively the “Properties” or individually a “Property”), the names of the parties thereto, the date of such franchise agreement and each amendment thereto (including side letters and other agreements) (collectively, the “Franchise Documents”). True and complete copies of the Franchise Documents have been made available to Purchaser no later than fifteen (15) days prior to the Closing Date. Each of the Franchise Documents is valid, binding and in full force and effect and neither the Company, the Company Subsidiaries nor, to the Knowledge of the Company, any other party thereto is in material violation of or in material default thereunder. No event has occurred or circumstance or condition exists, that (with or without notice, lapse of time or both) would permit termination of, or reasonably be expected to (i) result in a material modification breach or acceleration thereofmaterial violation of or material default thereunder, by (ii) give any counterparty party the right to cancel or accelerate payments thereunder or terminate or materially modify any Franchise Document or (iii) give any party to any Real Property Lease. The possession and quiet enjoyment Franchise Document or any property formerly subject to any franchise, license or similar agreement with the Company, any Company Subsidiary or any of any real property leased by any their predecessors the right to seek damages or other remedies. (d) None of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbedCompany Subsidiary nor, and to the Knowledge of the Company’s Knowledge, there are no material disputes with respect any other party to any Real Property LeaseFranchise Document has received written notice of a proceeding in eminent domain proceedings affecting any of the Properties. (ce) The Company With respect to all buildings, structures (surface and sub-surface), fixtures and improvements (collectively, the “Improvements”) on each of its Subsidiaries has goodProperty, marketable (i) such Improvements are in good working condition, except for ordinary wear and indefeasible title totear, or a valid leasehold interest (ii) all mechanical systems therein are in or license or right to usegood operating condition, except for ordinary wear and tear, (iii) all FF&E therein are in good operating condition, except for ordinary wear and tear, (iv) all of the guest rooms are available for regular occupancy and the lobby, restaurant(s), lounge(s), board rooms, meeting and banquet rooms, “back-of-house” areas, parking facilities (if any) and other public areas are available for regular use, with FF&E reasonably installed, (v) all are reasonably accessible to and from public access ways over roads adequate to provide all necessary vehicular and pedestrian ingress and egress for the use thereof for its intended purpose as currently used, (vi) all utilities, including water, gas, heat, drainage, storm and sanitary septic facilities, telecommunication (including telephone, internet and cable), electrical systems and fire protection are available and operable in adequate capacity to permit the use thereof for its intended purposes as currently used, and all introduction and connection charges have been paid, (vii) all have the parking area (if any) shown on the plans and specifications, and (viii) all have adequate signs in place. (f) All Improvements on each Property conform to and are in compliance with all Laws in all material tangible assets and properties respects. Except as set forth in Schedule 4.13(f) of the Company Disclosure Schedules, each Property and each Improvement thereon has been completed in all material respects in accordance with all applicable zoning and land use regulations and permits and all restrictions and/or conditions contained in any zoning or its Subsidiaries reflected in land use variance or other similar approval relating to such Property or Improvement. There are no pending or, to the Knowledge of the Company’s consolidated balance sheet , threatened proceeding to change the current land use classification of the Property or the conditions applicable thereto. (g) Except as set forth in Schedule 4.13(g) of December 31the Disclosure Schedules, 2022 or thereafter acquired all Permits and licenses (including specific industry licenses), certificates and approvals and all governmental concessions required by applicable Law to be issued by any Governmental Entity and material to the Company or its Subsidiariesoperation of each hotel and Property as presently conducted (collectively, except for assets disposed the “Hotel Permits”) have been obtained and all such Hotel Permits are in full force and effect and all obligations (including payments) thereunder have been complied with. (h) Schedule 4.13(h) of in the Ordinary Course of Business: Disclosure Schedules describes all current and planned material construction and renovation projects relating to the Properties, including (i) Immediately after the Effective Time, cost of each construction or renovation project and any cost overruns and (ii) the tangible assets (which, planned completion date for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license each construction or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholerenovation project.

Real Property. (a) None of the The Company or any of its Subsidiaries owns does not own, and has never owned, any real property. The Company is not a party to any option or other Contract to purchase any real property or interest therein. (b) Section 3.10(b) of The Company does not lease, sublease or license any real property, either as lessor or lessee, except for the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, Leased Real Property pursuant to which the Real Estate Leases. The Company or its Subsidiaries leases or sub-leases any real property pursuant has delivered to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individuallyBuyer true, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True correct and complete copies of all such the Real Property Estate Leases. (i) The Company has not assigned, subleased, licensed, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the interest or estate created thereby, or otherwise granted any right to use or occupy the Leased Real Property, or any portion thereof, nor has an agreement been entered into to do so; (ii) the Real Estate Leases have been made available to Parent. Each Real Property Lease is are legal, valid, in full force and effect effect, binding and is a valid, legal and binding obligation of enforceable against the Company or any of its Subsidiaries, as applicable, and the other party thereto, enforceable thereof in accordance with its terms against and is the entire agreement to which the Company or its Subsidiaries, as applicable, and, is a party with respect to such Leased Real Property; (iii) the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Leased Real Property Lease under the Real Estate Leases has not been materially disturbed, disturbed and to the Company’s Knowledge, there are no material disputes with respect to such Real Estate Leases; (iv) no party to the Real Estate Leases is in breach or default under the Real Estate Leases and no event has occurred or circumstance or fact exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under the Real Estate Leases; (v) no security deposit or portion thereof deposited with respect to the Real Estate Leases has been applied in respect of a breach or default under the Real Estate Leases which has not been redeposited in full; (vi) the Company does not owe, nor will owe in the future, any brokerage commissions or finder’s fees with respect to the Real Estate Leases; (vii) the Company has not collaterally assigned or granted any other Lien in the Real Estate Leases or any interest therein; (viii) all public utilities currently serving the Leased Real Property Leaseand public and quasi-public improvements upon or adjacent to the Leased Real Property, as applicable (including, all applicable electric lines, water lines, gas lines and telephone lines): (A) are adequate to service the requirements of the Leased Real Property and the Company, and all payments for the same have been made, (B) enter the Leased Real Property directly through adjoining public streets and do not pass through adjoining private land and (C) are installed and operating, and all installation and connection charges have been paid for in full; (ix) each of the Leased Real Properties consists of a single zoning lot and no other property is within such zoning lot; (x) the Leased Real Property is not encumbered by a declaration or other agreement transferring any development rights or air rights appurtenant to the Leased Real Property to any other property; (xi) the Leased Real Property is in compliance with all applicable zoning ordinances; and (xii) the Company (A) has not transferred, and prior to the Closing will not transfer, any development rights applicable to the Leased Real Property and (B) has not made, and prior to the Closing will not make, any filings with any Governmental Entity for any construction on the Leased Real Property. (c) Schedule 3.6(c) sets forth a description of all material Leasehold Improvements for each Leased Real Property. The Company has good and each marketable title to the Leasehold Improvements, free and clear of its Subsidiaries has goodall Liens, marketable and indefeasible title tothere are no outstanding options, rights of first offer or a valid leasehold rights of first refusal to purchase any such Leasehold Improvements or any portion thereof or interest in or license or right to use, therein. (d) The Leased Real Property and the Leasehold Improvements comprise all of the material tangible assets real property used or intended to be used in, and properties that is necessary in the operation of, the business of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business:. (ie) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include There are no structural deficiencies or latent defects affecting any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company Leasehold Improvements and there are no facts or its Subsidiaries will constitute all conditions affecting any of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to beLeasehold Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leasehold Improvements or any portion thereof in the operation of the business of the Company. The Leasehold Improvements are in good condition and repair and the systems located therein are in good working order and adequate to operate such facilities as currently used and do not require material repair or replacement in order to serve their intended purposes, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business with respect to the operation of the Leased Real Property that are not material in nature or cost. (f) There is no condemnation, expropriation or other Proceeding in eminent domain pending or threatened, affecting any Leased Real Property or any portion thereof or interest therein. (g) All buildings, fixtures, tangible personal property and Leasehold Improvements used in the business of the Company are located on the Leased Real Property and none of the Leasehold Improvements encroach on (i) any adjoining property owned by others or public rights of way, or (ii) any part of the Leased Real Property which is subject to or encumbered by a right-of-way, easement or similar Contract. (h) The Leased Real Property is supplied with all water, gas, electrical, telecommunications systems, sanitary sewer, storm sewer and other utility systems (the “Utility Systems”) required for the current use thereof and all Utility Systems have been installed and are operational and sufficient for the operation of the business as conducted immediately prior to the Closing. The Company has not experienced any material interruption in the delivery of adequate quantities of any such utilities or services utilized or required in the operation of the business at the Leased Real Property. (i) Each parcel of Leased Real Property abuts on at least one side a public street or road in a manner so as to permit reasonable, customary, adequate and legal commercial and non-commercial vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit reasonable, customary, adequate and legal commercial and non-commercial vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. There are no restrictions on entrance to or exit from the Leased Real Property to adjacent public streets and no conditions which will result in the termination of the present access from the Leased Real Property to existing highways or roads. (j) Except as disclosed on Schedule 3.6(j), there are no service, maintenance, supply, leasing, brokerage, listing, or other Contracts to which the Company is a party (along with all amendments and modifications thereof, the “Service Contracts”) affecting the Leased Real Property. Each of the Service Contracts can be terminated by the Company on or before the Closing Date. The Company has performed all of its Subsidiariesobligations under each of the Service Contracts and no fact or circumstance has occurred which, taken as by itself or with the passage of time or the giving of notice or both, would constitute a wholedefault by any party under any of the Service Contracts. The Company has delivered to Buyer true, correct, and complete copies of all Service Contracts. (k) There has not been in the past 12 months, and there is not now, any casualty affecting the Leased Real Property, and there is not now any disrepair or damage that remains unrepaired, due to any prior casualty, if any, affecting the Leased Real Property.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable the Company Entities have good and indefeasible valid title to, or a valid leasehold interest in, or sufficient other rights to operate the Company in or license or right to usethe ordinary course with respect to, the Real Property, in each case free and clear of all Liens, except for Permitted Encumbrances. (b) Schedule 4.10(b) sets forth a complete and correct list of the material tangible assets Real Property Agreements. Except as set forth in Schedule 4.10(b): (i) each Real Property Agreement is a valid, binding and properties enforceable obligation of the Company or its Subsidiaries reflected in Entity party thereto, and to the Knowledge of Swan Sponsor and the Company’s consolidated balance sheet , the other parties thereto, and is in full force and effect according to its terms, except as such enforceability and the availability of certain rights and remedies provided for therein may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights, by principles of equity limiting the availability of equitable remedies or the extent to which equitable defenses may be raised, and by other laws and judicial decisions limiting the enforceability of remedial, waiver or other provisions; (ii) the Company is not in default or breach under any Real Property Agreement in any material respect and, to the Knowledge of Swan Sponsor and the Company, no other party thereto is in default or breach under such Real Property Agreement in any material respect; (iii) there are no claims affecting any Real Property Agreement of which Swan Sponsor, the Company or any Company Entity has received written notice, and no Person has given written notice to the Company or any Company Entity of such party's intent to terminate any Real Property Agreement; (iv) no event has occurred that with or without the giving of notice or lapse of time, or both, may conflict with or result in a violation or breach of, or give any Person the right to exercise any remedy under or accelerate the maturity or performance of, or cancel, terminate or modify, any Real Property Agreement; (v) as of December 31the Closing Date, 2022 all rent, royalty and all other payments or thereafter acquired portion thereof then due and payable by the Company or its Subsidiariesany Company Entity under any Real Property Agreement have been paid in full through the Closing Date; (vi) neither the Company nor any Company Entity is currently participating in any discussions or negotiations regarding termination or material modification or amendment of any material Real Property Agreement; and (vii) the Real Property Agreements and the Real Property constitute all rights in real property necessary to permit the operation of the Swan Facilities as a whole substantially as the Swan Facilities, except for assets disposed and each of in them, have been operated on or before the Ordinary Course of Business:date hereof. (c) Neither the Company nor any Company Entity has received written notice of, nor to the Company's Knowledge, is there any (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance violation of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license applicable zoning ordinance or other similar interests law, regulation or requirement of any Governmental Authority relating to the Real Property or operation of the Swan Facilities, or (ii) action, suit or proceeding (including condemnation proceeding) threatened against the Real Property or any portion thereof. Neither Swan Sponsor, nor any Company Entity has received written notice of any special assessments affecting any of the Real Property for which any Company Entity is liable. (d) The Company and the Company Entities own or have right to of possession or use any assets) of all tangible personal property used by the Company or its Subsidiaries will constitute all the Company Entities in the operation of the Swan Facilities in the ordinary course as presently conducted, free and clear of all Encumbrances other than Permitted Encumbrances. All such tangible assets necessary personal property is in all material respects adequate for the uses for which it is currently used and is in reasonably good operating condition (subject to conduct the businesses of the Company or its Subsidiaries immediately (i) normal wear and tear, routine maintenance and repairs, and (ii) casualty and condemnation events occurring after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholedate of this Agreement).

Real Property. (a) None of the Company or any of its Subsidiaries No Seller owns any real property. (b) Section 3.10(b3.11(b) of the Company Seller Disclosure Schedule sets forth a true the addresses and complete list (including street addresses) the names of all the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of each real property leased leased, subleased, sub-subleased, licensed or otherwise occupied, or used, by a Seller (the “Leased Real Property”), as well as any of the Company or any of its Subsidiaries and all leases, subleases, sub-leasessubleases, licenses, concessions or other occupancy agreements, in each caseand purchase options thereunder, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement and all amendments, terminations and modifications thereof (individually, a “Real Property Lease,” and collectively, the “Real Property Estate Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True Sellers have a valid leasehold interest in, and complete copies enjoy actual, exclusive, peaceful and undisturbed possession of, the relevant Leased Real Property, in each case free and clear of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each Lien (other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equitythan Permitted Liens). There are no leases, subleases, licenses, occupancy agreements, options, rights or other agreements or arrangements to which any Seller is no material breach a party granting to any Person the right to use, occupy or default by the Company otherwise obtain a real property interest in all or any portion of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any a Leased Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property LeaseProperty. (c) The Company Leased Real Property is in material compliance with all Laws related to the business currently being conducted on such Leased Real Property. Each Seller is in material compliance with all Liens and each other matters of its Subsidiaries record affecting the Leased Real Property, and no Seller has good, marketable and indefeasible title to, received any written notice alleging any default under any of such Liens or a valid leasehold interest in or license or right to use, all other matters of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet record. (d) Except as of December 31, 2022 or thereafter acquired provided by the Company Real Estate Leases, there are no outstanding Contracts, commitments, options, rights of reverter or its Subsidiaries, except for assets disposed rights of in the Ordinary Course of Business: first refusal (i) Immediately after the Effective Timeto which any Seller is a party or (ii) to which any landlord or sub-landlord, the tangible assets as applicable, and parties other than Seller are a party, in each case, granted to third parties to purchase or lease any Leased Real Property, or any portion thereof or interest therein. (which, for the avoidance of doubt, shall include e) There are no pending or threatened Claims regarding condemnation or eminent domain with respect to any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company Leased Real Property. There are no pending Claims initiated by or its Subsidiaries will constitute all on behalf of any Seller to change or redefine the tangible assets necessary to conduct the businesses zoning or land use classification of the Company or its Subsidiaries immediately after the Closingany such real property, except as no Seller has received notice of any such Claim and there is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeno proposed Claim of such kind.

Real Property. (a) None of the Company MLIM Business Entities, or, in connection with the MLIM Business, MLIM Parent and the Controlled Affiliates of MLIM Parent owns any real property or any interest therein. Schedule 3.12 identifies (i) all material office locations in which any MLIM Business Entity is occupying space that is leased by MLIM Parent or an Affiliate of MLIM Parent, (ii) all of the material Leases to which any MLIM Business Entity is a party. Except as set forth in Schedule 3.12, such leased real property constitutes all material real property leased, subleased, licensed or otherwise used in the operation of the MLIM Business as presently conducted. True and correct copies of such real property Leases have been delivered or made available to BlackRock, together with any amendments, modifications or supplements thereto. There exists no material default or condition, or any state of facts or event which with the passage of time or giving of notice or both would constitute a material default, in the performance of its obligations under any of such real property Leases by MLIM Parent or any of its Subsidiaries owns Controlled Affiliates or, to the knowledge of MLIM Parent, by any real property. other party to any of such Leases. Except as may be limited by bankruptcy, insolvency, reorganization and similar applicable Laws affecting creditors generally and by the availability of equitable remedies (ba) Section 3.10(b) each of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leasesLeases are legal, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal valid and binding obligation obligations of the Company MLIM Parent or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiariesa MLIM Controlled Affiliate, as applicable, and, to the Company’s Knowledgeknowledge of MLIM Parent, each other party thereto to such Leases and (subject to applicable bankruptcyb) each of the Leases is enforceable against MLIM Parent or its Controlled Affiliate, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Leaseas applicable, and, to the Company’s Knowledgeknowledge of MLIM Parent, no event has occurred which (with each other party to such Lease, except in each case for failures that, individually or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31aggregate, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is have not had and would not reasonably be expected to behave or result in a MLIM Material Adverse Effect. Neither MLIM Parent nor any of its Controlled Affiliates has received any written or oral communication from the landlord or lessor under any of such real property Leases claiming that it is in breach of its obligations under such Leases, except for written or oral communications claiming breaches that, individually or in the aggregate, material would not reasonably be expected to the Company and its Subsidiaries, taken as have or result in a wholeMLIM Material Adverse Effect.

Real Property. (a) None Schedule 3.24 sets forth a true, correct and complete list of all Real Property in which any Company Party owns or holds a fee interest, which list includes, as to each parcel of such Real Property, the Company legal owner, its common name, a legal description and the name of any mortgagee or any of its Subsidiaries owns any real propertytrustee thereof. (b) Section 3.10(b) of the Company Disclosure Schedule 3.24 sets forth a true true, correct and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all Real Property leases, sub-leasessubleases or licenses pursuant to which any Company Party is a lessor, licenseslessee, concessions sublessor, sublessee, licensor or other agreementslicensee, in each casecase as amended through the date hereof, pursuant which list includes the street address, the identity of the lessors, lessees, sublessors, sublessees, licensors or licensees, or with respect to which a Company Party has guarantied the Company or its Subsidiaries leases or sub-leases obligations of any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectivelyother Person, the “Real Property Leases,” term thereof (referencing applicable extension or renewal periods, the rent payment terms, maximum potential exposure and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”current use). True The Company Parties have delivered to the Purchaser true, correct and complete copies of all such the material leases, subleases or licenses. The Real Property Leases have been made available to Parent. Each interests described or listed on Schedule 3.24 constitute all of the interests in Real Property Lease is in full force and effect and is a validowned, legal and binding obligation of the Company leased or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, otherwise held for use by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property LeaseParty. (c) The Company With respect to each such lease, sublease and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiarieslicense, except for assets disposed of in the Ordinary Course of Businessas set forth on Schedule 3.24: (i) Immediately after the Effective Timethere are no disputes, the tangible assets oral agreements or forbearance programs in effect as to any such lease, sublease or license; and (whichii) no Company Party has assigned, for the avoidance transferred, conveyed, mortgaged, deeded in trust or encumbered any interest therein. (d) No Consent of doubtany Person to any lease, shall include any tangible assets held pursuant to valid leasehold interestsublease, license or mortgage is required in connection with the consummation of the transactions contemplated by this Agreement, the other similar interests Investment Documents or right to use the Bank Credit Documents, including the issuance and sale of the Securities, and no such event shall be prohibited by, or shall constitute a default under, any assetssuch lease, sublease, license or mortgage. (e) To the knowledge of the Company or its Subsidiaries will constitute Parties, all of parking lots located on any Real Property subject thereto are in compliance with Applicable Laws, including zoning requirements, and are adequate for the tangible assets necessary to conduct the businesses employees and business operations of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeParties.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns any real property. (b) Section 3.10(bSCHEDULE 4.10(B) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property and interests in real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individuallyeach, a “Real Property Lease,” "REAL PROPERTY LEASE", and collectively, the “Real Property Leases,” "REAL PROPERTY LEASES") as lessee or lessor. The Company or the applicable Subsidiary has good, legal and such related properties being referred marketable title to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of leasehold estates in all such Real Property Leases have been made available in each case free and clear of all Liens. Neither the Company nor any Subsidiary has any reason to Parent. believe that such title would not be insurable subject to customary exceptions. (c) Each of the Real Property Lease Leases is in full force valid and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiariesterms, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws and similar laws affecting generally the enforcement of creditors’ ' rights and subject remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). There , and there is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease by the Company or would permit termination ofthe applicable Subsidiary or, or a material modification or acceleration thereofto the knowledge of the Company, by any counterparty other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. The Company has delivered or otherwise made available to any the Purchasers true, correct and complete copies of the Real Property Lease. The possession and quiet enjoyment Leases, together with all amendments, modifications, supplements or side letters affecting the obligations of any real property leased by any of the Company party thereunder. (d) No previous or any of its Subsidiaries under current party to any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes given notice of or made a claim with respect to any breach or default thereunder. With respect to those Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, Leases that were assigned or a valid leasehold interest in or license or right subleased to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31a Subsidiary by a third party, 2022 all necessary consents to such assignments or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholesubleases have been obtained.

Real Property. (a) None Section 3.14(a) of the Company's Disclosure Letter lists (i) all leases entered into by the Company or for any real property to which the Company is a party as a lessee as of the date hereof (the "Lease Agreements"), setting forth in the case of any such lease, the location of such real property and (ii) all real properties to which the Company owns fee simple title (the "Owned Real Property"), setting forth the legal description of each such Owned Real Property. To the knowledge of the Company, (iii) the Company has good and marketable title to all of its Subsidiaries owns Owned Real Property and valid leasehold interests of record in and to all real property that is the subject of the Lease Agreements (the "Leased Real Property"), and (iv) neither the Owned Real Property nor the Leased Real Property is subject to any real propertyrights of any other Person or entity that are superior to such interests of the Company, other than easements of record and the matters set forth in Section 3.14(a) and Section 3.14(b) of the Company's Disclosure Letter provided that these items in the Disclosure Letter do not materially interfere with the present use or occupation of the Owned Real Property or Leased Real Property. (b) Section 3.10(b) Each of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease Agreements is in full force and effect and is constitutes a valid, legal valid and binding obligation of the Company Company. To the Knowledge of the Company, no default of the landlord or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty has occurred under any Real Property LeaseLease Agreement nor has any event occurred which, and, to with the Company’s Knowledge, no event has occurred which (with or without giving of notice or lapse the passage of time or both) , would constitute a material breach default of the landlord or the Company thereunder. The Company has not received any written notice alleging that the Company is in default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property LeaseAgreement. (c) The Company and each has received no written notice that any entity or governmental authority considers the operation, use or ownership of its Subsidiaries has goodthe Owned Real Property or the Leased Real Property to have violated any zoning, marketable and indefeasible title toland use or similar laws, ordinances, rules, regulations or administrative interpretations applicable thereto, or a valid leasehold interest in or license or right to use, all that any investigation has been commenced regarding such possible violation. To the Knowledge of the material tangible assets Company, and properties of the Company or its Subsidiaries reflected except as noted in the Company’s consolidated balance sheet as 's Disclosure Letter, the present use and operation of December 31the Owned Real Property and the Leased Real Property is in compliance with all existing zoning, 2022 land use and similar laws, ordinances, rules, regulations or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business:administrative interpretations applicable thereto. (id) Immediately after No condemnation or eminent domain proceeding against any part of the Effective TimeOwned Real Property or Leased Real Property is pending or, to the tangible assets Knowledge of the Company, threatened. (whiche) All operating facilities located on the Owned Real Property and the Leased Real Property are supplied with utilities and other services, assuming the operation of such utilities, in such amounts as are reasonably necessary for the avoidance current operation of doubtsuch facilities, shall include any tangible assets held pursuant to valid leasehold interestincluding gas, license or other electricity, water, waste water, irrigation, drainage, and similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholerequired services.

Real Property. (a) None Schedule 3.11(a) lists all real property owned by the Company (the “Owned Real Property”). The Company has good and marketable title in fee simple to the Owned Real Property free and clear of any Liens other than Permitted Liens. Other than the right of Purchaser pursuant to this Agreement, none of the Company Owned Real Property is subject to any right or option of any of its Subsidiaries owns any real Person to purchase, lease or otherwise obtain title to such property. (b) Section 3.10(bSchedule 3.11(b) contains a list of all leases and subleases, together with any amendments thereto and any subordination, nondisturbance and attornment agreements (the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of “Leases”), with respect to all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Leased Property” and collectively as the “Company Properties”). True The Company has valid leasehold interests in the Leased Property and complete copies the Company’s interest in the Leases are free and clear of all such Real Property Leases have been made available to ParentLiens other than Permitted Liens. Each Real Property Lease is in full force and effect effect, subject to proper authorization and is a validexecution of such Lease by the other party thereto and the application of any bankruptcy or other creditor’s rights laws, legal and binding obligation of the Company is not in breach or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, default under such Leases and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the CompanySeller’s Knowledge, no other party is in material default under any of the Leases (and no event has occurred which (which, with or without due notice or lapse of time or both) , would constitute such a material lapse or default) except to the extent such breach or default would not have a Material Adverse Effect). Seller has made available to Purchaser a true, correct an complete copy of each Lease, and all amendments thereto, listed in Schedule 3.11(b), except to the extent otherwise noted therein. Except as otherwise set forth on Schedule 3.11(b), the Company has not assigned its interest under any Real Property Lease or would permit termination ofLease, or a material modification subleased all or acceleration thereofany part of the space demised thereunder, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leasethird party. (c) The Company and each Seller is not a “foreign person” within the meaning of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all Section 1445 of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business:Code. (id) Immediately after The Owned Real Property and the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will Leased Property constitute all of the tangible assets necessary to real property used by the Company in connection with the conduct of the businesses business of the Company as currently conducted. There are no pending, or its Subsidiaries immediately after to Seller’s Knowledge, threatened condemnation or similar proceedings affecting the ClosingOwned Real Property. There are no pending, except or, to Seller’s Knowledge, threatened condemnation or similar proceedings affecting the Leased Property. (e) All brokerage commissions and other compensation and fees payable by reason of the Leases or the Owned Real Property have been paid in full or are reflected in the Interim Balance Sheet. (f) To Seller’s Knowledge, Seller has not received any written notification of any requirements or recommendations by any insurance company which has issued to or for the benefit of the Company a policy covering the Owned Real Property, or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any material repairs or material work to be done on such property which are still outstanding. (g) To Seller’s Knowledge, all public utilities required for the operation of the Owned Real Property as is not currently conducted and would not reasonably be expected to benecessary for the conduct of the business of the Company are (i) installed from public rights of way or valid easements for the benefit of the Company and (ii) operating. (h) To Seller’s Knowledge, the plumbing, electrical, heating, air conditioning, elevator and ventilating systems, the roof, basement and foundation walls, and all other mechanical or structural systems of the buildings and improvements located on the Owned Real Property are in good working order and condition (in each case, taking into account the character and age of the foregoing) and are free from defect, other than such defects that, individually or in the aggregate, material would not reasonably be expected to the Company and its Subsidiaries, taken as have a wholeMaterial Adverse Effect.

Real Property. (a) None of All real property owned or leased by the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of to which the Company Disclosure has rights under leases, subleases, easements, licenses, governmental permits or rights of way, and the title insurance maintained by the Company with respect to all such property, is described on Schedule sets forth 3.1(m) (the “Real Property”). The Company has good and marketable title to its Real Property, including a true and complete list (including street addresses) of all valid leasehold interest in the real property leased by any the Company, subject only to the Permitted Liens. The real property owned or leased, or in which rights are held, by the Company has been and is sufficient to enable the Company to conduct its operations prior to and as of the Closing Date and Seller has no reason to believe that such real property owned or leased, or in which rights are held, will not be sufficient to allow the Company to conduct its operations through the end of the economic useful life of the Project, including providing adequate ingress and egress from the Project in order to operate and maintain, and to produce and sell power from the Project; provided, however, that no representation is made regarding the availability, adequacy or sufficiency for any purpose whatsoever of any geothermal resource. (i) The Company is not in breach of any of its Subsidiaries obligations with respect to the Real Property, except for any breach which does not have, and all leasescould not reasonably be expected to have, sub-leasesa Material Adverse Effect, licensesand neither Seller nor the Company has been informed in writing by the owner of the Real Property that the Company is in breach of its obligations with respect to the Real Property, concessions and (ii) Seller has not received any written notice of any threatened or other agreementsactual condemnation proceedings, and to Seller’s knowledge, any such real property, in each casewhole or in part, pursuant has not been and is not currently subject to, or threatened with, notice of condemnation proceedings, whether under the power of eminent domain or otherwise, by any Governmental Authority. All premiums with respect to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individuallytitle insurance shown on Schedule 3.1(m) have been paid, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases no claims have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, under such title insurance and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the CompanySeller’s Knowledge, there are no material disputes with respect to any Real Property Leasecircumstances that have rendered such title insurance unenforceable. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None Except as would not constitute a Company Material Adverse Effect, as of the date of this Agreement, the Company or any one of its Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true has good and complete list (including street addresses) of valid fee simple title to all real property leased owned by any of the Company or any of its Subsidiaries and to all leasesof the buildings, sub-leasesstructures and other improvements thereon (the “Owned Real Property”), licenses, concessions or free and clear of all Liens (other agreements, in each case, pursuant to which than Permitted Liens). Section 4.18(a) of the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord Disclosure Letter sets forth, as of the date of this Agreement (individuallyAgreement, a “list of the Owned Real Property Lease,” and collectivelyProperty. As of the date of this Agreement there are no pending, or, to the Knowledge of the Company, threatened in writing, appropriation, condemnation eminent domain or like proceedings relating to the Owned Real Property. (b) Section 4.18(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the Material Company Leases (the “Leased Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”), including a street address or other description of the premises leased and the Company or Subsidiary that leases the same. True and complete copies Copies of all such Real Property Company Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. Except as would not constitute a Company Material Adverse Effect, as of the date of this Agreement, the Company or one of its Subsidiaries has a good and valid leasehold interest in each Material Company Lease, free and clear of all Liens (other than Permitted Liens). The Company is not in material default under any Material Company Lease. Each Real Property Material Company Lease is in full force and effect and is a valid, legal the valid and binding obligation of the Company or any Subsidiary that is a party thereto and, to the Knowledge of its Subsidiariesthe Company, as applicable, the other party (or parties) thereto, enforceable in accordance with its terms against the Company or its Subsidiariesterms, except as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting generally the enforcement of creditors’ rights generally and subject to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). There Neither the Company nor any of its Subsidiaries has received any written notice of any material event of default under any of the Material Company Leases, nor to the Knowledge of the Company is no there any condition or event which, with notice or lapse of time or both, would constitute a material breach default under a Material Company Lease. (c) Except as would not reasonably be expected to constitute a Company Material Adverse Effect, as of the date of this Agreement, the Company or default one of its Subsidiaries owns or leases all of the material tangible personal property shown to be owned or leased by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by latest audited financial statements included in the Company SEC Documents or its Subsidiariesacquired after the date thereof, free and clear of all Liens (other than Permitted Liens), except for assets to the extent disposed of in the Ordinary Course ordinary course of Business: (i) Immediately after business since the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) date of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of latest audited financial statements included in the Company SEC Documents or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected otherwise no longer held due to be, individually casualty or in the aggregate, material to the Company and its Subsidiaries, taken as a wholedestruction.

Real Property. (a) None Schedule 3.13(a) of the Company Disclosure Schedule contains a list of all of the Owned Real Property. The Company, Xxxxx or any other Subsidiary, as the case may be, has valid fee interests in all of its Subsidiaries owns any real propertyOwned Real Property and good and marketable title thereto, and such Owned Real Property is owned by the Company, Xxxxx or such Subsidiary free and clear of all Encumbrances except (i) as set forth on Schedule 3.13(a) of the Disclosure Schedule and (ii) Encumbrances for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. (b) Section 3.10(bSchedule 3.13(b) of the Company Disclosure Schedule sets forth contains a true and complete list (including street addresses) of all of the Leased Real Property and a list of all leases and subleases pertaining to such Leased Property including all agreements in which the Company, Xxxxx or any other Subsidiary has an option to purchase or Lease any real property leased property. Except as described in such Section of the Disclosure Schedule, (i) there is no material violation of any law, rule or regulation by the Company, Xxxxx or any other Subsidiary, as the case may be, or known to the Company, Xxxxx or any other Subsidiary, as the case may be, relating to any of the Company Leased Real Property, (ii) the Company, Xxxxx or any of its Subsidiaries other Subsidiary, as the case may be, is in peaceful and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as undisturbed possession of the date Leased Real Property, and, so long as the lease remains in effect, there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used and (iii) the Company, Xxxxx or any other Subsidiary, as the case may be, has not leased or subleased any parcel or any portion of this Agreement (individually, a “any parcel of Leased Real Property Lease,” and collectivelyto any other Person, nor has the “Real Property Leases,” and such related properties being referred Company, Xxxxx or any other Subsidiary assigned its interest under any lease or sublease listed in Schedule 3.13(b) of the Disclosure Schedule to herein individually as a “any third party. (c) The Company Property” and collectively as has, or has caused to be, delivered to the “Company Properties”). True Purchaser true and complete copies of all such Real Property Leases have been made available to Parentleases and subleases listed in Schedule 3.13(b) of the Disclosure Schedule. Each Real Property Lease of such leases and subleases is in full force and effect and is constitutes a validlegal, legal valid and binding obligation of the Company or any of its Subsidiaries, as applicable, party respective parties thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to except as set forth on Schedule 3.13(c) of the Disclosure Schedule, the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company Xxxxx or any other Subsidiary, as the case may be, is not in material default or breach of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without the giving of notice or lapse the passage of time time) any such leases or both) would constitute a subleases. To the knowledge of the Company, no third party is in material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company such leases or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leasesubleases. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns any real property. (b) Section 3.10(b3.12(b) of the Company Disclosure Schedule sets forth Letter contains a true complete and complete accurate list (including street addresses) of all real property leased by any of the existing leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries and all leasesuses or occupies or has the right to use or occupy, sub-leasesnow or in the future, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectivelysuch property, the “Leased Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been The Company has made available to Parent. Each Parent a complete and accurate copy of all Leases of Leased Real Property Lease (including all material modifications, amendments, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold interests in the Leased Real Property, free and clear of all Liens other than Permitted Liens. The Leased Real Property constitutes all interests in real property used, occupied or held for use in connection with the business of the Company and the Company’s Subsidiaries and which are necessary for the continued operation of the business of the Company and the Company’s Subsidiaries as the business is in full force currently conducted and effect as currently proposed to be conducted. (c) Section 3.12(c) of the Company Disclosure Letter contains a complete and is a validaccurate list of all of the existing Leases granting to any Person, legal and binding obligation of other than the Company or any of its Subsidiaries, as applicableany right to use or occupy, party theretonow or in the future, enforceable any material portion of the Leased Real Property. (d) All of the Leases set forth in accordance with its terms against Section 3.12(b) or Section 3.12(c) of the Company Disclosure Letter are each in full force and effect and neither the Company nor any of its Subsidiaries is in material breach of or its Subsidiariesmaterial default under, as applicableor has received written notice of any material breach of or material default under, any such Lease, and, to the Knowledge of the Company’s Knowledge, each other party thereto (subject no event has occurred that with notice or lapse of time or both would or would reasonably be expected to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no constitute a material breach or material default thereunder by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaseother party thereto. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (ai) None Schedule 1.1 contains complete and accurate descriptions of Real Property . (ii) The Company has good, valid and marketable title to all of its properties and assets, including, as applicable, the Company or Project Assets and its properties and assets reflected in any of its Subsidiaries owns financial statements, and has good, valid interests in the Real Property, in each case subject to no Encumbrances, other than Permitted Encumbrances, and there are no options, purchase rights, rights of first refusal or similar rights that would confer on the holder thereof the right to acquire any real propertyof the Company’s properties or assets, including any of the Real Property. (biii) Section 3.10(b) Seller has delivered to Purchaser a correct and complete copy of the Land agreement (as amended to date). With respect to the Land agreement : (A) the Company Disclosure Schedule sets forth a true has performed its obligations thereunder in all material respects and complete list is not in default thereunder; (including street addressesB) no defaults are currently alleged in writing thereunder, by the Company against any other party or parties thereto, nor, to the Knowledge of all real property leased Seller, by any other party or parties thereto against the Company, 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 breach or default by the Company, or permit the termination, modification or acceleration of purchase price or other payment or amount under such Land agreement by the other party or parties thereto or to the Knowledge of Seller, would constitute such a breach or default by the other party or parties thereto, or permit the termination, modification or acceleration of purchase price or other payment or amount under such Land agreement by the Company; and (C) such Land agreement is a valid and binding obligation of the Company or any Company, as applicable, and to the Knowledge of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries Seller is a tenant or landlord as valid and binding obligation of the date of this Agreement (individuallyeach other party thereto, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valideffect. (iv) To the Knowledge of Seller, legal and binding obligation all of the Company Real Property and other properties owned, leased or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against used by the Company or its Subsidiaries, as applicable, and, that collectively comprise the Project Assets are in good operating condition and repair subject to normal wear and tear. (v) To the Company’s KnowledgeKnowledge of Seller, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement parcel of creditors’ rights and subject to general principles of equity)Real Property complies in all respects with all real property Laws. There is no material breach or default by the Company or any of its Subsidiaries pending or, to the Company’s KnowledgeKnowledge of Seller, any counterparty under contemplated, expropriations, re-plotting or urban renewals of any Real Property Lease, andProperty. (vi) There are no pending or, to the Company’s KnowledgeKnowledge of Seller, no event has occurred which threatened proceedings to (with A) condemn, take or without notice or lapse of time or both) would constitute a material breach or default under any demolish the Real Property Lease or would permit termination ofany part thereof, (B) declare the Real Property or any part of it a nuisance or (C) exercise the power of eminent domain or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes similar power with respect to all or any part of the Real Property. The Real Property Lease. (c) The is sufficient to enable the Company to conduct its operations in accordance with all Governmental Approvals, Permits and each of its Subsidiaries has goodthe relevant Transaction Documents and all other existing contracts, marketable including providing adequate ingress and indefeasible title toegress for any reasonable purpose, or a valid leasehold interest in or license or right to use, all connection with the operation and routine maintenance of the material tangible assets and properties of Project for at least 20 years from the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeCommercial Operation Date.

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b4.08(a) of the Company Seller Disclosure Schedule sets forth Letter contains a true, correct and complete list, as of the date hereof, (including the date and name of the parties and the street address) of all leases, subleases, licenses, concessions, ground leases and other agreements (written or oral) used or held for use primarily in the operation or conduct of the Business (“Real Property Leases”; and the real property leased, subleased or licensed thereunder, the “Leased Real Property”). Seller has delivered to Purchaser a true and complete list (including street addresses) copy of all real property leased by each Real Property Lease and any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in material ancillary agreement to each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “such Real Property Lease,” and collectively. Subject to the circumstances described in the proviso to the following sentence, each of the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is legal, valid, binding and in full force and effect in all material respects and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company Seller or its Subsidiaries, as applicable, Subsidiaries and, to the Company’s KnowledgeKnowledge of Seller, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)thereto. There is no material breach or default by the Company or Neither Seller’s nor any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The Subsidiaries’ possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries Leased Real Property under any Real Property Lease has not been materially disturbeddisturbed in any material respect, and to the CompanySeller’s Knowledge, there are no material disputes with respect to any Real Property Lease. Neither Seller or any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Real Property Lease is in material breach or material default under any Real Property Lease, and no event or condition has occurred that constitutes or would constitute (with or without notice or lapse of time or both), a material breach or material default on the part of Seller or any of its Subsidiaries, or to Seller’s Knowledge, any other party to such Real Property Lease, nor has Seller or any of its Subsidiaries received any notice of any such material breach or material default, event or condition; provided, that, for purposes of this sentence, it shall not be a material default with respect to any such Real Property Lease if such Real Property Lease is not in effect on the Closing Date because (x) its term has ended pursuant to the terms thereof or (y) the other party under such Real Property Lease has terminated such Real Property Lease for any reason other than a default by Seller or any of its Subsidiaries thereunder. Neither Seller nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. Neither Seller nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. (b) Section 4.08(b) of the Seller Disclosure Letter sets forth the street address of any real property that is both (i) owned by Seller and its Subsidiaries and (ii) used or held for use primarily in the operation or conduct of the Business (Seller’s or such Subsidiary’s fee simple interest therein together with all buildings, improvements and structures thereon, the “Owned Real Property” and together with the Leased Real Property, the “Real Property”). There is no Owned Real Property. (c) The Company and each of its Subsidiaries has goodTo Seller’s Knowledge, marketable and indefeasible title to, there are no structural deficiencies or a valid leasehold interest in or license or right to use, all latent defects affecting any of the material tangible assets and properties Improvements and, to Seller’s Knowledge, there are no facts or conditions affecting any of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to beImprovements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business as currently conducted. (d) Except as would not reasonably be expected to have a Material Adverse Effect, all Improvements owned, leased, licensed or otherwise occupied by Seller or any of its Subsidiaries located on the Real Property are in a state of good working order and repair and are and suitable for the purpose for which they are currently used and sufficient for the operation of the business as currently conducted. (e) Except for Permitted Liens, there are no actual, pending or, to the Company Knowledge of Seller, threatened condemnation or eminent domain proceedings, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting any Real Property or any part thereof, and neither Seller or any of its SubsidiariesSubsidiaries has received any written notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof. Except as set forth on Section 4.08(e) of the Seller Disclosure Letter and except for Permitted Liens, taken as a wholethere are no agreements granting any Person other than Seller or any of its Subsidiaries the right to use or occupy any material portion of the Real Property. (f) With respect to the Business, neither Seller nor any of its Subsidiaries is party to or bound by any Contract or option to purchase or sell any real property or interest therein.

Real Property. (ai) None of the members of the Company Group owns or any of its Subsidiaries owns has legal or equitable title or other right or interest in any real property. property other than the land use rights (bthe "LAND USE RIGHTS") held by the Company Group as set forth in Section 3.10(b3.17(i) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, as held pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord Lease (as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”defined below). True and complete copies of all such Real Property Leases the certificates evidencing the Land Use Rights have been made available delivered to Parenteach of the Investors or their agents or professional advisers. Each Real Property Lease is Any land grant premium required under Applicable Law in full force and effect and is a valid, legal and binding obligation connection with securing such Land Use Rights has been fully paid. The use of any real property by each of the members of the Company Group has conformed to the intended use of such real property as granted under the applicable Land Use Rights. The particulars of the Land Use Rights as set out in Section 3.17(i) of the Disclosure Schedule are true and complete. (ii) Section 3.17(ii) of the Disclosure Schedule sets forth each leasehold interest with the annual lease payment in excess of US$50,000 pursuant to which any member of the Company Group holds any rights, titles or interests of a tenant (each a "LEASE"), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. Each Lease constitutes the entire agreement to which any member of its Subsidiariesthe Company Group is party with respect to the property demised thereunder, as applicableand a true and complete copy of each such Lease has been delivered to the Investors, party together with all amendments, modifications, alterations and other changes thereto. Each Lease is valid and subsisting, enforceable against the parties thereto in accordance with its terms against terms. As of the Company or its Subsidiariesdate hereof, as applicable, and, all conditions precedent to the Company’s Knowledgeenforceability of each Lease have been satisfied and there exists no breach or default, each other party thereto (subject to applicable bankruptcynor state of facts which, insolvencywith the passage of time, reorganizationnotice, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material both, would result in a breach or default on the part of any party to the Lease. Each member of the Company Group has accepted possession of the property demised pursuant to each Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest except as set forth on Section 3.17(ii) of the Disclosure Schedule. The particulars of the Leases as set out in Section 3.17(ii) of the Disclosure Schedule are true and complete. (iii) Except as set forth in Section 3.17(iii) of the Disclosure Schedule, each member of the Company Group has obtained property ownership certification for the plants, buildings and improvements located on land with respect to which it holds Land Use Rights (collectively, the "IMPROVEMENTS"). The Improvements and the operation thereof are part of a construction project plan approved by the Company applicable construction commission for the jurisdiction where the Improvements are located and do not (A) contravene any Applicable Law relating to zoning or building or (B) violate any restrictive covenant or any provision, in the case of either (i) or (ii), the effect of which could interfere with or prevent the continued use of such Improvements for the purpose for which they are now being used. All of the Improvements are in good operating condition and in a state of reasonable maintenance and repair (except for ordinary wear and tear) and are adequate for the conduct of the business of each member of the Company Group as currently conducted. (iv) Each of the Land Use Rights and the Improvements is free and clear of any and all encumbrances except for those identified in Section 3.17(iv) of the Disclosure Schedule. A true and complete copy of each of the agreements relating to the encumbrances identified in Section 3.17(iv) of the Disclosure Schedule (the "MORTGAGES") has been delivered to each of the Investors. (v) Except as set forth in Section 3.17(v) of the Disclosure Schedule, none of the Company Group uses any real property in the conduct of its Subsidiaries orbusiness except insofar as it holds valid Land Use Rights or has secured a Lease with respect thereto. No default or event of default on the part of any member of the Company Group or event which, to with the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without giving of notice or lapse passage of time or both) , would constitute a material breach default or event of default has occurred and is continuing unremedied or unwaived under the terms of any Real Property Lease of the Land Use Rights, the Leases or would permit termination ofMortgages. There exists no pending or threatened condemnation, confiscation, dispute, claim, demand or similar proceeding with respect to, or a material modification or acceleration thereofwhich could materially and adversely affect, by any counterparty to any Real Property Lease. The possession the continued use and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.Land Use Right,

Real Property. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule 3.5 sets forth a true and complete list of (including street addressesi) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, interests in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which owned in fee by the Company SMR Companies (individually, an "Owned Property" and, collectively, the "Owned Properties"), and (ii) all real property and interests in real property leased or its Subsidiaries is a tenant or landlord as of subleased by the date of this Agreement SMR Companies (individually, a “"Real Property Lease,” and " and, collectively, the “"Real Property Leases,” and "; the real properties specified in such related properties leases, together with the Owned Properties, being referred to herein individually as a “Company an "SMR Property” " and collectively as the “Company "SMR Properties”"). True Each of the SMR Companies has good and complete copies marketable fee title to the Owned Properties owned by it, free and clear of all such Liens of any nature whatsoever except (A) Liens set forth on Schedule 3.5 and (B) Permitted Exceptions. The SMR Properties constitute all interests in real property currently used or currently held for use in connection with the Business and which are necessary for the continued operation of the Business as currently conducted. Each of the SMR Companies has a valid and enforceable leasehold interest under each of the Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and which it is a validparty, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws and similar laws affecting generally the enforcement of creditors’ ' rights and subject remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). There , and none of the SMR Companies is no in material breach or default by the Company or under any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to Leases or within the Company’s Knowledge, no 12-month period ending on the date hereof has received any written notice of default or event has occurred which (that with or without notice or lapse of time time, or both) , would constitute a material breach or default under any of the Real Property Lease or would permit termination ofLeases. To such Seller's knowledge, or no third party is in material breach of a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The Sellers have delivered or otherwise made available to the Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties presently in the possession of Sellers or the SMR Companies and quiet enjoyment (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) There are no latent defects or adverse physical conditions affecting the SMR Properties or any the facilities, structures, buildings, erections, improvements, fixtures, fixed assets and personalty of any real property leased by any a permanent nature annexed, affixed or attached to, located on, or forming part of the SMR Properties, except for such defects or conditions as would not have a Material Adverse Effect. Each SMR Company or any is in peaceful and undisturbed possession of its Subsidiaries under any Real Property Lease has not been materially disturbedeach parcel of SMR Property, and to the Company’s Knowledge, there are no contractual or legal restrictions that preclude or restrict in a material disputes with respect way the ability to any Real Property Leaseuse the premises for the purposes for which they are currently being used. (c) The Company and Except as otherwise disclosed in Schedule 3.5(c) with respect to each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: such Real Property Lease: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) none of the SMR Companies has received any notice of cancellation or termination and no lessor has any right of termination or cancellation except in connection with the default of any SMR Company or its Subsidiaries will constitute all thereunder and (ii) none of the tangible assets necessary SMR Companies has granted to conduct the businesses of the Company any other Person any rights, adverse or its Subsidiaries immediately after the Closingotherwise, except thereunder. Except as is not and would not reasonably be expected to be, individually or otherwise set forth in the aggregate, material to the Company and its Subsidiaries, taken as a whole.Schedule 3.5

Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and with respect to clauses (a) None and (b), except with respect to any of the Company’s Oil and Gas Properties, (a) Company and its Subsidiaries have good, valid and defensible title to all real property owned by Company or any of its Subsidiaries owns any real property. (bcollectively, the “Company Owned Real Property”) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of valid leasehold estates in all real property leased or subleased or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by any of the Company or any Subsidiary of its Subsidiaries Company (collectively, including the improvements thereon, the “Company Material Leased Real Property”) free and clear of all leasesEncumbrances and defects and imperfections, sub-leasesexcept Permitted Encumbrances, licenses(b) each agreement under which Company or any Subsidiary of Company is the landlord, concessions sublandlord, tenant, subtenant, or other agreements, in each case, pursuant occupant with respect to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement Material Leased Real Property (individuallyeach, a “Company Material Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease ) is in full force and effect and is a validvalid and enforceable against the parties thereto, legal in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and binding obligation of the neither Company or nor any of its Subsidiaries, as applicableor to the knowledge of Company, any other party thereto, enforceable in accordance with its terms against the has received written notice of any default by Company or its SubsidiariesSubsidiaries under any Company Material Real Property Lease that remains uncured as of the date of this Agreement, and (c) as applicable, andof the date of this Agreement, to the knowledge of the Company’s Knowledge, each other party thereto (subject there does not exist any notice or request from any Governmental Entity delivered to Company or its Subsidiaries requiring any construction work or alterations to cure any violation of applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default Law by the Company or any of its Subsidiaries that remains uncured as of the date of this Agreement nor, any pending or, to the knowledge of Company, threatened, condemnation or eminent domain Proceedings that affect any of Company’s KnowledgeOil and Gas Properties, any counterparty under any the Company Owned Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Material Leased Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property LeaseProperty. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns any real property. (b) Section 3.10(b‎Section 3.13(b) of the Company Disclosure Schedule sets forth Letter contains a true complete and complete accurate list (including street addresses) of all real property leased by any of the existing leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries and all leasesuses or occupies or has the right to use or occupy, sub-leasesnow or in the future, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectivelysuch property, the “Leased Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been The Company has made available to Parent. Each Parent a complete and accurate copy of all Leases of Leased Real Property Lease (including all material modifications, amendments, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold interests in the Leased Real Property, free and clear of all Liens other than Permitted Liens. The Company Leased Real Property constitutes all interests in real property used, occupied or held for use in connection with the business of the Company and the Company’s Subsidiaries and which are necessary for the continued operation of the business of the Company and the Company’s Subsidiaries as the business is currently conducted. (c) All of the Leases set forth in ‎Section 3.13(b) of the Company Disclosure Letter are each in full force and effect and is a valid, legal and binding obligation of neither the Company or nor any of its SubsidiariesSubsidiaries is in material breach of or material default under, as applicableor has received written notice of any material breach of or material default under, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicableany such Lease, and, to the Knowledge of the Company’s Knowledge, each other party thereto (subject no event has occurred that with notice or lapse of time or both would or would reasonably be expected to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no constitute a material breach or material default thereunder by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaseother party thereto. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None The real property described on Section 3.12(a) of the Company Disclosure Letter (the “Owned Real Property”) constitutes all of the real property currently owned by the Company or any its Subsidiaries. Section 3.12(a) of its Subsidiaries owns any real propertythe Company Disclosure Letter contains a true and complete list of all Owned Real Property. Section 3.12(a) of the Company Disclosure Letter sets forth (x) a description of the principal functions conducted at each parcel of Owned Real Property, (y) the commonly used street address of such Owned Real Property and (z) a legal description for each parcel of Owned Real Property. (b) Each of the Company and the applicable Subsidiary has good and valid fee simple title to all Owned Real Property that it owns, free and clear of all Liens, except for Permitted Liens. The Company is the only occupant of the Owned Real Property. (c) During the past three (3) years, no written notice of violation of any Laws (including, without limitation, any zoning law) or of any covenant, restriction or easement affecting any Owned Real Property or any part of it or with respect to the use or occupancy of such Owned Real Property or any part of it has been given by any Governmental Entity having jurisdiction over such Owned Real Property or by any other Person entitled to enforce the same. (d) There are no existing or, to the Knowledge of the Company, proposed, contemplated or threatened condemnation proceedings that would result in the taking of all or any part of the Owned Real Property or that would materially and adversely affect the current use any of the Owned Real Property or any part of it. (e) There are no special assessments outstanding in respect of the Owned Real Property, nor has the Company or the applicable Subsidiary received any written notice of proposed special assessments. To the Knowledge of the Company, no public improvements have been commenced and none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Owned Real Property. (f) To the Knowledge of the Company, no part of the Owned Real Property has been designated or is threatened in writing to be designated or identified pursuant to any Laws as an historical site or building, or as habitat of an endangered or threatened species (g) To the Knowledge of the Company, none of the Owned Real Property is located in a flood plain, flood hazard area, or wetland within the meaning of any Laws. (h) Section 3.10(b3.12(h) of the Company Disclosure Schedule sets forth Letter contains a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default subleased by the Company or any of its Subsidiaries orfrom third parties (the “Leased Real Property”), to the Company’s Knowledge, any counterparty under any which Leased Real Property Lease, and, to encompasses all of the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased leased, subleased or licensed by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbedas of the date of this Agreement, and sets out, in respect of each Lease: (1) the address of the Leased Real Property, (2) the date of the Lease and any amendment to it; (3) the original parties to the Company’s Knowledge, there are no material disputes with respect to Lease and any Real Property Lease. amendment; (c4) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest the size in or license or right to use, all rentable square feet of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired premises demised by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.such Lease;

Real Property. (a) None of Neither the Company or nor any of its Subsidiaries owns or has ever owned any real property, nor is any party to any agreement to purchase or sell any real property. (b) Section 3.10(b3.19(b) of the Company Disclosure Schedule sets forth contains a true complete and complete accurate list (including street addresses) of all real property currently leased, used, or occupied by the Company or any Subsidiary (“Leased Real Property”) and each of the leases, subleases, licenses, or other agreements (collectively, the “Leases”) to which the Company or any Subsidiary is a party, including, with respect to each Lease, the name of the lessor, master and sublessor, the square footage of the premises leased thereunder, the expiration date, and the aggregate annual rental payable to the lessor thereunder. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, and side letters thereto. Each Lease is in full force and effect in accordance with its terms, and the Company or Subsidiary which is a party thereto. The Company or Subsidiary (as applicable) holds a valid leasehold estate in the Leased Real Property described therein, free and clear of all Liens. (c) The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Leases, or otherwise adversely affect the continued use and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which possession of the Leased Real Property for the conduct of business as presently conducted. Neither the Company or its Subsidiaries leases or sub-leases nor any real property pursuant to which the Company or of its Subsidiaries is a tenant in breach of or landlord as of the date of this Agreement (individually, a “Real Property default under any Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium no event has occurred that with notice or other Laws affecting generally the enforcement lapse of creditors’ rights and subject to general principles of equity). There is no material time or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries or, to the Company’s Knowledge, or any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Leaseother party thereto. The possession and quiet enjoyment of any real property leased by any of Neither the Company or nor any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Companyowes brokerage commissions or finder’s Knowledge, there are no material disputes fees with respect to any Leased Real Property, nor is it party to any agreement or subject to any claim that may require the payment of a real estate brokerage commission. The Company and its Subsidiaries currently occupy all of the Leased Real Property for the operation of their business. The Company has not transferred or assigned any interest in any Lease. (c) , nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person or entity. Neither the Company nor any of its Subsidiaries could be required to expend more than $50,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease. The Company and each of its Subsidiaries subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. (d) Each Leased Real Property is in good operating condition and repair, and suitable for the material tangible assets and properties conduct of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as business of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken Subsidiaries as a wholepresently conducted.

Real Property. (a) None Neither of the Company or any of its Subsidiaries owns Companies own any real property. (b. Schedule 4.12(a)(1) Section 3.10(b) contains a list by street address or location of all leases and subleases under which each of the Company Disclosure Schedule sets forth a true and complete list Companies is lessee or lessor (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred the real property to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all which such Real Property Leases have been made available relate, the “Leased Real Property”). Pursuant to Parentthe Real Property Leases, each of the Companies has a validly existing and enforceable leasehold interest in the Leased Real Property leased thereunder, subject to the terms of each such Real Property Lease. The Leased Real Property constitutes all of the real property used or occupied by each of the Companies in connection with the operation of the respective businesses of the Companies. The Real Property Leases are in full force and effect and there are no other amendments, agreements or understandings relating to the Real Property Leases. To such Seller Party’s Knowledge, the Leased Real Property is not subject to any Lien (other than a Permitted Lien). Each Real Property Lease is free and clear of all Liens (other than Permitted Liens and except for Liens expressly imposed under the terms of any Real Property Leases). All rent, additional rent and other charges due under the Real Property Leases has been paid in full force and effect and is a validthrough October 31, legal and binding obligation 2015. There are no rent concessions, abatements, or contributions owed either of the Company or any Companies under the Real Property Leases. There are no defaults on the part of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against either of the Company or its Subsidiaries, as applicable, andCompanies or, to the Companysuch Seller Party’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement landlords under the Real Property Leases and neither of creditors’ rights and subject to general principles the Companies has received notice of equity). There is no material any breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, and to the Companysuch Seller Party’s Knowledge, no event has occurred which (or circumstance exists which, with or without notice or lapse the delivery of notice, the passage of time or both) , would reasonably be expected to constitute such a material breach or default default, or permit the termination, modification or acceleration of rent under such Real Property Lease. To such Seller Party’s Knowledge, each of the Companies has performed in all material respects all of the obligations on its part to be performed under the Real Property Leases as of the date hereof. (b) The use and operation of the Leased Real Property in the conduct of the respective businesses of the Companies complies in all material respects with all building, zoning, fire, health and Environmental Laws. Neither of the Companies has received written notice that the use or occupancy of the Leased Real Property violates in any material respect any covenants, conditions or restrictions that encumber such property, or that any such property is subject to any restriction for which any material permits necessary to the current use thereof have not been obtained. There are no actual or, to such Seller Party’s Knowledge, threatened or imminent changes in the present zoning of any Leased Real Property or any part thereof or any restrictions, limitations or regulations issued, or, to such Seller Party’s Knowledge, proposed or under consideration by any Governmental Authority having or asserting jurisdiction over the Leased Real Property. (c) Neither of the Companies has subleased any Leased Real Property. Except as set forth on Schedule 4.12(c), there are no parties, other than the Companies, in possession of the Leased Real Property or any portion of the Leased Real Property. The Leased Real Property is not subject to any third-party licenses, concessions, leases or tenancies of any kind. Neither of the Companies has otherwise granted any third party any right to use or occupy any portion of the Leased Real Property, and there is no Person in physical possession of any portion of the Leased Real Property. Neither of the Companies has assigned or transferred any interest in any of the Real Property Leases. (d) There are no pending or, to such Seller Party’s Knowledge, threatened, condemnation or other Legal Proceedings or claims relating to any of the Leased Real Property. Except as set forth on Schedule 4.12(d), the consummation of the Transaction or any other Transaction Document will not require any consent or approval of any landlord or sublandlord under any Real Property Lease Lease, result in any increase in rent or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and penalty to the Company’s Knowledge, there are no material disputes with respect to party that is a tenant or subtenant thereunder or result in the early termination of any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None Schedule 2.20 contains a true and correct list of (i) each parcel of real property leased, utilized and/or operated by the Company or either Company Subsidiary (as lessor or lessee or otherwise) (the "Leased Real Property") and (ii) all Liens relating to or affecting any parcel of its Subsidiaries real property referred to in clause (i) to which the Company or either Company Subsidiary is a party. Neither the Company nor either Company Subsidiary owns any real propertyproperty other than leasehold improvements, if any, on the Leased Real Property. (b) Section 3.10(bSubject to the terms of its respective leases, the Company and each Company Subsidiary has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the Leased Real Properties for the full term of the leases (including renewal periods) relating thereto. Each lease referred to in clause (i) of the Company Disclosure Schedule sets forth a true and complete list paragraph (including street addressesa) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries above is a tenant or landlord as of the date of this Agreement (individuallylegal, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal valid and binding obligation of the Company or any of its Subsidiaries, as applicable, party theretoagreement, enforceable in accordance with its terms against terms, of the Company or its SubsidiariesCompany Subsidiary, as applicable, and, to the Company’s Knowledge, and of each other Person that is a party thereto (subject to applicable bankruptcythereto, insolvencyand there is no, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by neither the Company nor either Company Subsidiary has received notice of any, default (or any of its Subsidiaries orcondition or event which, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without after notice or lapse of time or both) , would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Leasedefault) thereunder. The possession and quiet enjoyment of any real property leased by any of Neither the Company nor either Company Subsidiary owes brokerage commissions or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes finders fees with respect to any such Leased Real Property LeaseProperty, except to the extent that the Company or Company Subsidiary may renew the term of any such lease, in which case, any such commissions and fees would be in amounts that are reasonable and customary for the spaces so leased, given their intended use and terms. (c) The Company All improvements on the Leased Real Property comply in all material respects with and are operated in all material respects in accordance with applicable laws (including, without limitation, Environmental Laws) and all applicable Liens, Approvals, Contracts, covenants and restrictions. There are no condemnation or appropriation proceedings pending or, to the knowledge of the Company, threatened against any of such real property or the improvements thereon. To the knowledge of the Company, each of its Subsidiaries has goodthe Leased Real Properties and the improvements thereon complies with the Americans with Disabilities Act. (d) True and correct copies of the documents under which the Leased Real Property is leased, marketable subleased (to or by the Company, either Company Subsidiary or otherwise), utilized, and/or operated (the "Lease Documents") have been delivered to Parent. The Lease Documents are unmodified and indefeasible title toin full force and effect, and there are no other Contracts between the Company or a valid leasehold either Company Subsidiary and any third parties, or, to the knowledge of the Company, by and among any third parties, claiming an interest in or license or right to use, all of the material tangible assets and properties interest of the Company or its Subsidiaries reflected either Company Subsidiary in the Company’s consolidated balance sheet as of December 31, 2022 Leased Real Property or thereafter acquired by otherwise relating to the Company use or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) occupancy of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeLeased Real Property.

Real Property. (a) None of the No Company or any of its Subsidiaries Group Member owns any real property. (b) Section 3.10(bSchedule 4.18(b) of the Company Disclosure Schedule sets forth contains a true complete and complete accurate list (including street addresses) by property, city, state and country, of all real property leased leasehold or subleasehold estates and other rights to possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord Group as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Leased Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease The Company Group is in full force and effect and is a valid, the sole legal and binding obligation beneficial owner of the Company a leasehold or any of its Subsidiariessubleasehold interest in, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally right to possess or occupy, the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Leased Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property LeaseProperties. (c) Schedule 4.18(c) contains a complete and accurate list of all leases, subleases, licenses, concessions, and other Contracts, agreements and leasehold arrangements and all related supplemental documents (collectively, the “Lease Documents”) pursuant to which the Company Group leases, licenses, subleases or otherwise occupies any Leased Company Property on the date hereof. The Company has delivered to Acquiror a true and complete copy of each such Lease Document. No Company Group Member nor, to the Knowledge of its Subsidiaries the Company, any other party to any Lease Document is in material breach or material default under such Lease Document, and no event has goodoccurred or circumstances exist which, marketable and indefeasible title towith the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination or acceleration of rent under such Lease Document, by a valid leasehold interest in or license or right Company Group Member or, to use, all the Knowledge of the material tangible assets Company, any other party thereto. (d) Each Lease Document is a written agreement in full force and properties effect, and, subject to the Enforceability Exceptions, is legal, valid, binding and enforceable against the Company Group Member that is a party to such Lease Document and, to the Knowledge of the Company, any other party to such Lease Document. The Company or its Subsidiaries reflected in Group has paid the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired rent and all other sums that are due and payable under such Lease Documents and there are no significant arrears thereunder due and payable by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business:Group. (ie) Immediately after To the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) Knowledge of the Company Company, there exist no restrictions, covenants or its Subsidiaries will constitute all encumbrances which encumber any of the tangible assets necessary to conduct the businesses Leased Company Properties and which prevent any of the Leased Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually Properties from being used now or in the aggregatefuture for their current use or would prevent, or require consent from a third party as a result of, the consummation of the transactions contemplated by this Agreement or which would be material and adverse to the Company and its SubsidiariesGroup, taken as a whole. (f) No Company Group Member has at any time given any covenant or entered into any agreement in respect of any leasehold real property other than the Leased Company Properties in respect of which any material contingent liability of the Company Group remains as of the date of this Agreement. No Company Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Company Property or any portion thereof, and no Company Group Member has collaterally assigned or granted any other security interest in any Lease Document or any interest therein. (g) As of the date hereof, there are no material outstanding Actions to which any Company Group Member is a party in respect of any of the Leased Company Properties, other than nondelinquent real property assessments affecting the Leased Company Properties. As of the date of this Agreement, the Company Group’s possession and quiet enjoyment of the Leased Company Property under each Lease Document is not materially disturbed.

Real Property. (a) None Neither the Company nor any of the Company Subsidiaries owns, or any of its Subsidiaries owns has ever owned, any real property. (b) The Company and the Company Subsidiaries have valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied by the Company or the Company Subsidiaries as reflected in the latest audited statements included in such Company SEC Documents or acquired after the date thereof, a true, correct and complete schedule of which is attached hereto as Section 3.10(b3.16(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Leased Properties”). True , free and complete copies clear of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force material Liens, except for Permitted Liens, and effect and is a valid, legal and binding obligation of the Company no event or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries condition exists which constitutes or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without after notice or lapse of time or both) , would constitute reasonably be expected to constitute, a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any on the part of the Company or any of its Subsidiaries the Company Subsidiaries, or to the Knowledge of the Company, any other party thereto, of or under any Real Property Lease has not been materially disturbedsuch lease, and to the Company’s Knowledgeexcept where such breach or default, there are no material disputes with respect to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, either individually or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31aggregate, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to behave a Company Material Adverse Effect. There are no pending or, to the Knowledge of the Company, threatened condemnation proceedings against the Company Leased Properties, except as would not, individually or in the aggregate, material reasonably be expected to have a Company Material Adverse Effect. (c) Except for Permitted Liens and as specifically reflected on Section 3.16(b) of the Company Disclosure Schedule, the Company’s and its the Company’s Subsidiaries’ (as applicable) possession and quiet enjoyment of the Company Leased Properties are not being disturbed and there are no disputes with respect to such Company Leased Property. (d) To the Company’s Knowledge, taken the current use and occupancy of the Company Leased Properties and the operation of the business as currently conducted thereon do not violate in all material respects any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting the applicable Company Leased Property. (e) To the Knowledge of the Company, no security deposit or portion thereof deposited with respect to any Company Leased Property has been applied in respect of a wholebreach of or default under such lease that has not been redeposited in full. (f) To the Company’s Knowledge, the improvements, structures and building systems included in the Company Leased Properties are in good condition and repair.

Real Property. (a) None The Company does not own any real property used in the business of the Company Company. Schedule 3.17(a) sets forth (whether as lessee or any lessor) the address and a list of its Subsidiaries owns any all leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) of real property (such real property. (b, the “Leased Real Property”) Section 3.10(b) of to which the Company Disclosure Schedule sets forth is a true and complete list (including street addresses) of all real property leased party or by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreementswhich it is bound, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, each a “Material Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Except as set forth on Schedule 3.17(a), (i) each Material Real Property Lease is legal, valid and binding on the Company, and to the knowledge of the Company, on the other party thereto and is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party theretoeffect, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equityEnforceability Exception). There is no material breach or default by ; (ii) the Company or any of its Subsidiaries oris not, nor to the Company’s Knowledgeknowledge of the Company is the other party thereto, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material in breach or default under any Material Real Property Lease Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would permit termination ofconstitute such a breach or default, or a material permit the termination, modification or acceleration thereof, by any counterparty to any of rent under such Material Real Property Lease; and (iii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and there is no Person (other than the Company) in possession of such Leased Real Property. The Leased Real Property constitutes all of the material real property used or occupied by the Company. The Leased Real Property and the material improvements thereon are in good operating condition and repair, subject to ordinary wear and tear. With respect to each Material Real Property Lease, the Company’s possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries Leased Real Property under any such Material Real Property Lease has not been materially disturbeddisturbed in any material respect, and to the knowledge of the Company’s Knowledge, there are no material disputes with respect to any such Material Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. (a) None The Company or one of the other Acquired Companies has good and valid title to each parcel of real property owned in fee by the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) one of the Company Disclosure Schedule sets forth a true other Acquired Companies (the “Owned Real Property”), and complete list (including street addresses) an equitable interest in each parcel of all real property leased by any of the Company or any one of its Subsidiaries the other Acquired Companies (the “Leased Real Property” and all leasestogether with the Real Property, sub-leasesthe “Company Real Property”). Section 3.12(a) of the Disclosure Schedule lists each parcel of Owned Real Property and Section 3.12(a)(ii) of the Disclosure Schedule lists each lease, licensessublease, concessions license or other agreements, in each case, pursuant occupancy agreement or arrangement relating to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement Leased Real Property (individuallyeach, a “Real Property Lease,” and collectively, the “”). (a) The Company Real Property Leases,” is not subject to any Liens, except for Permitted Liens. No Acquired Company has received any written notice within the 12 months prior to the date of this Agreement of a material violation of any ordinances, regulations or building, zoning or other similar laws with respect to the Company Real Property. No Acquired Company has received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any material entitlement relating to the Company Real Property and such related properties being referred there is no condemnation, special assessment or the like pending or, to herein individually as a “the Knowledge of Seller, threatened with respect to any of the Company Real Property” . Each Acquired Company has the right to use and collectively as occupy the “Company Properties”). True Leased Real Property for the full term of the Real Property Lease relating thereto. (b) The Company has made available to Purchaser true and complete copies of all such the Real Property Leases have been made available to ParentLeases, together with all amendments, modifications and supplements thereto. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, With respect to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Leased Real Property Lease, and, to the Company’s KnowledgeProperty, no event Acquired Company has occurred which (with assigned, transferred, conveyed, mortgaged, deeded in trust or without notice or lapse of time or both) would constitute a material breach or default under encumbered any interest in any Leased Real Property Lease or would permit termination ofProperty, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Leaseother than Permitted Liens. (c) The Except for the Company and each Real Property, no Acquired Company has any continuing liability in respect of its Subsidiaries has good, marketable and indefeasible title to, any other property formerly owned or occupied by any Acquired Company either as the original contracting party or by virtue of any direct covenant having been given on a valid leasehold interest in sale or license assignment to any Acquired Company or right to use, all as a guarantor of the material tangible assets and properties obligations of the Company or its Subsidiaries reflected any other Person in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant relation to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholesuch property.

Real Property. (a) None of The Company does not own any real property and the Company or any of its Subsidiaries owns has never owned any real property. (b) Section 3.10(bSchedule 3.7(b) of the Company Disclosure Schedule Letter sets forth a true and complete correct list (including street addresses) of all real property leased by any of Contracts pursuant to which the Company or any of its Subsidiaries and all leases, sub-leasessubleases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases otherwise occupies any real property pursuant to which the Company as tenant, subtenant, or its Subsidiaries is a tenant or landlord as of the date of this Agreement licensee (individuallyeach, a “Real Property Lease,” and ”), together with the address of the related property (collectively, the “Company Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been The Company has made available to ParentParent a correct copy of each Real Property Lease, including all amendments, modifications, exhibits, and schedules. The Company and its Subsidiaries have a valid leasehold interest under each Real Property Lease, free and clear of any Encumbrance (other than Permitted Encumbrances). Each such Real Property Lease is in full force and effect and is constitutes a legal, valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, Subsidiaries and the other party or parties thereto, enforceable in accordance with its terms against the Company or its SubsidiariesSubsidiaries and such other party or parties in accordance with its terms, as applicablesubject to the Enforceability Limitations. The Company and its Subsidiaries have performed and complied with all of their respective material covenants and obligations under each Real Property Lease, andand neither the Company, its Subsidiaries nor, to the Company’s Knowledge, each any other party thereto to a Real Property Lease is in, or is alleged to be in, material breach of or default under such Real Property Lease beyond any applicable notice and cure periods. Neither the Company nor any of its Subsidiaries subleases, as sublessor, any portion of the Leased Real Property to any other Person. (subject c) The Company Real Property constitutes all of the real property used in or necessary to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally conduct the enforcement business of creditors’ rights and subject to general principles of equity)the Company as currently conducted. There is no material breach condemnation, expropriation, or default by the Company or any of its Subsidiaries other Action in eminent domain pending or, to the Company’s Knowledge, threatened affecting any counterparty under any portion of the Company Real Property. (d) The buildings and improvements utilized by the Company and located on the Company Real Property Leaseare, andin all material respects, to in good condition and repair, normal wear and tear excepted. To the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession the Company’s current use and quiet enjoyment of any real property leased by any occupancy of the Company Real Property and the operation of the business as currently conducted thereon do not violate any applicable zoning, land use or local equivalent Law, and neither the Company nor any of its Subsidiaries under has received any Real Property Lease has not been materially disturbedwritten notice of, and to the Company’s Knowledge, there are no material disputes with respect to claims have been filed against any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31foregoing alleging a violation of, 2022 or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholesuch Law.

Real Property. (a) None Schedule 3.22(a) sets forth and complete list and summary description of (i) the real property owned in fee by the Company or any of its Subsidiaries owns any real property. (bthe Owned Real Property) Section 3.10(band (ii) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries (the Leased Real Property and, together with the Owned Real Property and all leases, sub-leases, licenses, concessions other rights or other agreements, in each case, pursuant to which interests of the Company or its Subsidiaries leases or sub-leases any in real property, the Real Property). None of the real property pursuant to which reflected in the Company or its Subsidiaries is a tenant or landlord as Interim Balance Sheet has been disposed of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have no real property has been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of acquired by the Company or any of its SubsidiariesSubsidiaries since the date of the Interim Balance Sheet. (b) The Company and each of its Subsidiaries has good and marketable title in fee simple to all Owned Real Property, as applicableand a valid leasehold interest in all Leased Real Property, party theretoin each case free and clear of all Encumbrances, enforceable in accordance with except for Permitted Encumbrances. None of the Real Property is subject to any agreement, arrangement, or understanding for its terms against use by any Person other than the Company or its Subsidiaries, as applicable, and, . (c) Each of the leases and subleases relating to the Company’s KnowledgeLeased Real Property is in full force and effect, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There there is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty by the lessor under any such lease or sublease, and each such lease and sublease will remain in full force and effect after the Closing without any modification in the rights or obligations of the parties under any such lease or sublease. (d) The structures, plants, improvements, systems, and fixtures located on each parcel of Owned Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Leased Real Property Lease or would permit termination ofcomply in all material respects with all Laws, or a material modification or acceleration thereofand are in good operating condition and repair, by any counterparty to any ordinary wear and tear excepted. Each such parcel of Owned Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbedand, and to the Company’s Knowledge, Leased Real Property, conforms in all material respects with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements and there are no material disputes with respect is not, to any Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31Knowledge, 2022 any proposed change in any such governmental or thereafter acquired by the Company or its Subsidiaries, except for assets disposed of in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would not reasonably be expected to be, individually regulatory requirements or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeany such zoning requirements.

Real Property. (a) None Set forth in Section 3.9 of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth are: (i) a true and complete list (including street addresses) of all real property leased (the “Owned Property”) owned by any of the Company or any a Subsidiary of its Subsidiaries the Company; (ii) a true and complete list of all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant real property (the “Leased Property”) with respect to which the Company or its any Subsidiaries leases are parties to a lease, sublease, license or sub-leases any real property other use or occupancy agreement, together with a list of each lease, sublease, license or other agreement or understanding pursuant to which any party other than the Company or its Subsidiaries is a tenant Subsidiary uses or landlord as occupies such Leased Property; and (iii) a complete list of each lease, sublease, license or other agreement or understanding, oral or written, pursuant to which any party other than the Company or a Subsidiary uses or occupies all or any part of the date of this Agreement Owned Property or the Leased Property. (individually, a “Real The Owned Property Lease,” and collectively, the Leased Property are sometimes collectively referred to as the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties.”). ) True and complete copies of all such leases, subleases, licenses and other documents, instruments, agreements and understandings to which the Company or a Subsidiary is a party, whether as lessee, lessor, sublessee, sublessor, licensee or licensor, pertaining to the current or future use or occupancy of any Real Property Leases or any current or future right to use or occupy any Real Property, together with all material amendments, modifications and supplements thereto (collectively, the “Property Leases”) have been made available to Parent. Each Real the Purchaser. (b) With respect to the Property Lease is in full force and effect and is a validLeases, legal and binding obligation no event of default on the part of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries Subsidiary or, to the Company’s KnowledgeKnowledge of the Shareholders, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, other party thereto and no event has occurred which (that, with or without the giving of notice or lapse of time or both) , would constitute a material breach or default under any Real such event of default, has occurred and is continuing. Each Property Lease or would permit termination ofis valid, or a binding and in full force and effect. Except as set forth in Section 3.9 of the Disclosure Schedule, all rental and other material modification or acceleration thereof, by any counterparty to any Real payments due under each of the Property Leases have been duly paid in accordance with the terms of such Property Lease. The possession and quiet enjoyment Except as set forth in Section 3.9 of the Disclosure Schedule, the transactions contemplated by this Agreement do not require the consent of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbedparty to, and will not constitute an event of default under or permit any party to terminate or change the Company’s Knowledgeexisting terms of, there are no material disputes with respect to any Real Property Lease. (c) The Company and, as applicable, each Subsidiary, has good and marketable title in fee simple to the Owned Property, good leasehold title to the Leased Property, and good title to all plants, buildings, fixtures and improvements located on the Real Property, in each case free and clear of its Subsidiaries has goodany mortgages, marketable deeds of trust, liens, security interests, judgments, options, rights, claims, charges, encroachments, easements, rights-of-way, squatters’ rights, encumbrances, covenants, conditions, restrictions and indefeasible other imperfections of title to(collectively, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Company or its Subsidiaries“Impairments”), except for assets disposed of those Impairments that are set forth in the Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, for the avoidance of doubt, shall include any tangible assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) Section 3.9 of the Company Disclosure Schedule, or its Subsidiaries will constitute all of the tangible assets necessary to conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and would where such Impairments could not reasonably be expected to behave a Material Adverse Effect. (d) There is no Impairment interfering materially with the use, individually occupancy or operation of the Leased Property or materially encumbering the good and valid title of the lessor to any Leased Property or the plants, buildings, fixtures and improvements thereon, except for Permitted Liens or those Impairments that are set forth in Section 3.9 of the Disclosure Schedule. (e) All of the land, buildings, structures and other improvements used by the Company or a Subsidiary of the Company in the aggregateconduct of its business are included in either the Owned Property or the Leased Property. (f) Except as set forth in Section 3.9 of the Disclosure Schedules, material neither the Company nor any Subsidiary of the Company is a lessor, sublessor or grantor under any lease, sublease or other instrument granting to another person any right to the possession, lease, occupancy or enjoyment of the Real Property. (g) Except as set forth in Section 3.9 of the Disclosure Schedule, (i) there is no material defect, structural or otherwise, with respect to any of the improvements or fixtures made or installed by the Company upon any of the Real Property, and (ii) to the Knowledge of the Shareholders, there is no other material defect, structural or otherwise, with respect to any of the Real Property; and the heating, ventilating and air conditioning, plumbing, sprinkler, electrical and drainage systems, elevators and roofs, and all other fixtures, equipment and systems at or serving any of the Real Property are in good condition, repair and working order. (h) Except as set forth in Section 3.9 of the Disclosure Schedule, neither the Company or any of its SubsidiariesSubsidiaries has received any notice from any insurance company which has issued a policy with respect to any of the Real Property or from any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies in any of the Real Property or suggesting or requesting the performance of any repairs, taken alterations or other work to any of the Real Property. (i) Except as set forth in Section 3.9 of the Disclosure Schedule, no portion of any of the Real Property and no method of operation of any of the Real Property is in violation of any material Legal Requirement or the material requirements of any local board of fire underwriters (or other body exercising similar functions); and there are no presently outstanding and uncured notices of any such violations. (j) Except as set forth in Section 3.9 of the Disclosure Schedule, no zoning variances, special exceptions or zoning board of adjustment certificates were issued for the construction or any of the Real Property or for its present use; and the buildings and improvements on any of the Real Property are not nonconforming uses or structures, except where such nonconformity could not reasonably be expected to have a wholeMaterial Adverse Effect.