Common use of Title to Assets; Real Property Clause in Contracts

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effect.

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth in Section 4.13(a) of the Real PropertyDisclosure Schedule, the Acquired Companies have Company has good and marketable title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each all of the material tangible its assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (free and clear of any Liens, except for tangible assets sold sold, consumed or otherwise disposed of since in the date ordinary course of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies business consistent with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances)past practices. (b) None of the Acquired Companies owns The Company does not own and has never owned any Owned Real Property. (c) real property, nor is it party to any agreement to purchase or sell any real property. Section 4.7(c4.13(b) of the Company Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the address Company or otherwise used or occupied by the Company (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each Leased Real Property amendment thereto, the size of the premises and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectaggregate annual rental payable thereunder. The Company has made available to Parent provided Buyer with true, correct and complete copies of all leases, subleases lease guaranties, licenses, subleases, agreements for the leasing, use or similar agreements (occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, extensions, renewals, guaranties terminations and other agreements with respect thereto) modifications thereof (collectively, the “Company Leases”) for each Leased Real Property). Each Lease is legal, valid, binding and enforceable against the applicable Acquired All such Company and Leases are in full force and effecteffect and are valid and enforceable in accordance with their respective terms. There is not, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any LeaseCompany Leases, and to the Knowledge any existing default or event of the Companydefault (or event which with notice or lapse of time, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach default) of the Company, or default, except to the extent Company’s Knowledge, any other party thereto. The Company currently occupies all of the Company Facilities for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Company Facilities. (c) To the Company’s Knowledge, the Company Facilities are in good operating condition and repair and are suitable for the conduct of the business as presently conducted therein. Neither the operation of the Company on the Company Facilities nor, to the Company’s Knowledge, such breach Company Facilities, violate any Law relating to such property or default would operations thereon. The Company could not have be required to expend more than $10,000 in causing any Company Facilities to comply with the surrender conditions set forth in the applicable Company Lease. The Company has performed all of its obligations under any termination agreements pursuant to which it has -29- 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. The Company is not a party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Material Adverse EffectFacilities.

Title to Assets; Real Property. (a) With respect Except as would not reasonably be expected to all assets other than the Real Propertyresult in a Company Material Adverse Effect, the Acquired Companies have Company or one of its Subsidiaries owns, and has good title to, to or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, in (i) all property and assets necessary to conduct the business of the Company and its Subsidiaries as currently conducted and (ii) each of the material tangible assets reflected as owned or leased by the Acquired Companies Company or its Subsidiaries on the Most Recent Latest Balance Sheet (except for tangible assets sold or disposed of since the that date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) Company or one of its Subsidiaries), in all cases free and clear of any liens or Encumbrances (other than encumbrances, except for Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c3.7(b) of the Company Disclosure Schedule sets forth a list of all real property and interests in real property owned by the address Company or any of each its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any material written or oral leases, subleases, licenses, concessions, occupancy agreements or other contractual obligations granting the right of use or occupancy of Company real property to any other Person. (c) Section 3.7(c) of the Company Disclosure Schedule sets forth a list of all material real estate leases pursuant to which the Company or any of its Subsidiaries leases real property (the “Leased Real Property”) from any other Person (collectively, the “Real Property Leases”). Except as set forth in Section 3.7(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any material written or oral leases, subleases, licenses, concessions, occupancy agreements or other contractual obligations granting the right of use or occupancy of the Leased Real Property and the applicable Acquired to any other Person. (d) The Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company or one of its Subsidiaries has a valid and binding enforceable leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrancesliens and encumbrances of the lessee or, to the Knowledge of the Company, the lessor, except as would for Permitted Encumbrances and other limitations of any kind, if any, that have not have resulted, or would not reasonably be expected excepted to haveresult, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effect.

Title to Assets; Real Property. (a) With respect to all assets other than the The Acquired Companies do not own any Real Property, the . The Acquired Companies have good and valid title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each of the material all Real Property and tangible personal property and other tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Interim Balance Sheet (except for tangible or acquired after the Interim Balance Sheet Date, other than the Assets and other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date Balance Sheet Date or as part of the Most Recent Balance Sheet Pre-Closing Restructuring. Canada Holdco has good and except for tangible assets being leased valid title to the Acquired Companies with respect to which the lease has expired since Assets. All such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and tangible personal property and other tangible assets (including leasehold interests) and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, Assets are free and clear of all Encumbrances other than except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable (or the subject of an extension) or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the books of account of the relevant Acquired Company; (iii) mechanics, except as would carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not have or would not reasonably be expected to havedelinquent and which are not, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available material to Parent truethe business of the Acquired Companies; (iv) easements, correct and complete copies rights of all leasesway, subleases or similar agreements (including all amendments, extensions, renewals, guaranties zoning ordinances and other agreements with respect thereto) (collectively, the “Leases”) for each Leased similar encumbrances affecting Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to haveProperty which do not, individually or in the aggregate, a Company Material Adverse Effect. Except materially impede the business of the Acquired Companies as disclosed currently conducted; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice. (b) Section 4.7(c3.10(b) of the Disclosure Schedules lists all leases affecting the Real Property to which any Seller or any Acquired Company is a party. Sellers have delivered or made available to Buyer true, complete and correct copies of all such leases identified in Section 3.10(b) of the Disclosure Schedule Schedules. The Acquired Companies are not a sublessor or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to grantor under any sublease or sublicense other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property, and no other Person occupies any portion of the applicable Real Property other than in connection with the Conferencing Business. The use and operation of the Real Property in the conduct of the Acquired Company’s interest thereinCompanies’ current business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No Acquired Company Each lease identified on the Disclosure Schedules is in breach or default under any Leasefull force and effect, and are the only documents evidencing the agreement, oral or written, of the landlord and tenant thereunder with respect to the Knowledge of Real Property. All sums due and owing each landlord under each lease through the Company, Closing has been paid in full. There are no event has occurred uncured defaults or circumstance exists thatany situation which, with the delivery of notice, the passage of time or bothtime, would constitute such result in a breach default on some future date by either landlord or defaulttenant under a lease, except and there are no disputes between landlord and tenant concerning any lease or the Real Property. None of the Sellers or any Acquired Company has received written notice from the landlord applicable to the extent such breach Real Property that there are any Actions pending or default would not have a Company Material Adverse Effectthreatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) With respect Except as is not, and would not reasonably be expected to all assets other than be, material to the Real PropertyAcquired Companies, the Acquired Companies have good good, valid and marketable title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest interests in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) ), free of any liens or Encumbrances (other than Permitted Encumbrances). All material items of equipment and other tangible assets owned by or leased to the Acquired Companies are adequate for the uses to which they are being put, and are in good and safe operating condition and repair (ordinary wear and tear and routine ongoing maintenance excepted). (b) None of the Acquired Companies owns owns, or has ever owned, any Owned Real Propertyreal property. (c) Section 4.7(c3.7(c) of the Company Disclosure Schedule sets forth the address of each lease, sublease or license or any other instrument (each a “Lease”) under which the Company leases, subleases or licenses any real property (each “Leased Real Property Property”) and the applicable Acquired Company which that holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, an accurate and correct and complete copies of all leases, subleases or similar agreements each Lease (including all amendments, extensions, renewals, guaranties guaranties, and other agreements with respect thereto) (collectively, the “Leases”) for with respect to each Leased Real Property. Each Property and each such Lease for a Leased Real Property is legal, validvalid and binding on the Acquired Companies, binding and enforceable against as the applicable Acquired Company case may be, and, to the Knowledge of the Company, each other party thereto (including any assignee thereof), as applicable, and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably may be expected to havelimited by bankruptcy, individually or in insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity (the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein“Enforceability Exceptions”). No Acquired Company is in breach has received any notice of any pending or default under threatened condemnation proceeding with respect to any LeaseLeased Real Property, and to neither the whole or any material portion of the Leased Real Property has been damaged or destroyed by fire or other casualty, which damage remains unrepaired. To the Knowledge of the Company, no event has occurred the Leased Real Property and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under any applicable building, zoning, subdivision or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except similar Law applicable to the extent Leased Real Property, or under the applicable Lease or any restrictive covenant affecting the Leased Real Property. No Person leases, subleases, licenses or otherwise has the right to use or occupy any of the Leased Real Property or is in possession of any Leased Real Property other than the applicable Acquired Company that holds a leasehold interest in such breach or default would not have a Company Material Adverse EffectLeased Real Property.

Title to Assets; Real Property. (a) With respect to all assets other than the Seller does not own any Real Property, the Acquired Companies have . Seller has good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each of the material tangible all Real Property and personal property and other assets reflected as owned in the Financial Statements or leased by acquired after the Acquired Companies on the Most Recent Balance Sheet (except for tangible Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date of the Most Recent Balance Sheet Date. All such properties and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date(including leasehold interests) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, are free and clear of all Encumbrances other than except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) easements, except as would not have or would not reasonably be expected to haverights of way, zoning ordinances and other similar minor encumbrances affecting Real Property that are recorded in the Register of Deeds office of Worcester County, Massachusetts none of which, individually or in the aggregate, (A) interfere with the present use of or occupancy of the affected parcel by the Company or any subsidiary, (B) have an effect on the value thereof or its use, (C) would impair the ability of such parcel to be sold, leased or subleased for its present use or (D) are material to the business of Seller; or (iii) the lien on the personal property of the Company in connection with the loan from CLS Holdings USA, Inc. to the Company (the “CLS Holdings Loan”). (b) Section 3.10(b) of the Disclosure Schedules lists all leases to which Seller is a Company Material Adverse Effect. The Company has made available to Parent trueparty to, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewalsmodifications or alterations to such leases, guaranties and other agreements with respect thereto) for each parcel of leased Real Property (collectively, the “Leases”) for each Leased ), including the address of such parcel of leased Real Property. The leased Real Property set forth on Section 3.10(b) of the Disclosure Schedules comprise all of the real property used in the conduct of the business of the Seller, and Seller does not own, operate, occupy, lease or sublease any real property other than such leased Real Property. Seller has delivered to Buyer a true and complete copy of each Lease. Except as disclosed in Section 3.10(b) of the Disclosure Schedules, the use and operation of the Real Property in the conduct of the business of Seller do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company valid and in full force and effect, subject to proper authorization is unmodified and execution represents the entire agreement between the applicable lessee and lessor; no party under any Lease is in default of its obligations under such Lease; the possession by Seller and quiet enjoyment of the leased Real Property under such Lease by has not been disturbed, and there are no disputes with respect to such Lease; and the other parties thereto, except as would party to such Lease is not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectan Affiliate of Seller. Except as disclosed in set forth on Section 4.7(c3.10(b) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to haveSchedules, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense consummation of the applicable Acquired Company’s interest therein. No Acquired Company is in breach transactions contemplated by this Agreement will not constitute an event of default under, or default under any Lease, and to require the Knowledge consent of the Companyother party to, no event has occurred or circumstance exists thatany of the Leases and the continuation, with validity and effectiveness of such Leases will not be adversely affected by the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effecttransactions contemplated by this Agreement.

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth in Section 4.13(a) of the Real PropertyDisclosure Schedule, the Acquired Companies have Company has good and marketable title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each all of the material tangible its assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (free and clear of any Liens, except for tangible assets sold sold, consumed or otherwise disposed of since in the date ordinary course of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies business consistent with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances)past practices. (b) None of the Acquired Companies owns The Company does not own and has never owned any Owned Real Property. (c) real property, nor is it party to any agreement to purchase or sell any real property. Section 4.7(c4.13(b) of the Company Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the address Company or otherwise used or occupied by the Company (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each Leased Real Property amendment thereto, the size of the premises and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectaggregate annual rental payable thereunder. The Company has made available to Parent provided Buyer with true, correct and complete copies of all leases, subleases lease guaranties, licenses, subleases, agreements for the leasing, use or similar agreements (occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, extensions, renewals, guaranties terminations and other agreements with respect thereto) modifications thereof (collectively, the “Company Leases”) for each Leased Real Property). Each Lease is legal, valid, binding and enforceable against the applicable Acquired All such Company and Leases are in full force and effecteffect and are valid and enforceable in accordance with their respective terms. There is not, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any LeaseCompany Leases, and to the Knowledge any existing default or event of the Companydefault (or event which with notice or lapse of time, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach default) of the Company, or default, except to the extent Company’s Knowledge, any other party thereto. The Company currently occupies all of the Company Facilities for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Company Facilities. (c) To the Company’s Knowledge, the Company Facilities are in good operating condition and repair and are suitable for the conduct of the business as presently conducted therein. Neither the operation of the Company on the Company Facilities nor, to the Company’s Knowledge, such breach Company Facilities, violate any Law relating to such property or default would operations thereon. The Company could not have be required to expend more than $10,000 in causing any Company Facilities to comply with the surrender conditions set forth in the applicable Company Lease. The Company has 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. The Company is not a party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Material Adverse EffectFacilities.

Title to Assets; Real Property. (a) With respect to all assets other than the Real PropertyThe Company or a Company Subsidiary owns, the Acquired Companies have and has good and marketable title to, or in the case of assets purported to be leased by the Acquired CompaniesCompany or a Company Subsidiary, lease leases and have has valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold Company or disposed a Company Subsidiary, free and clear of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances all Liens (other than Company Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(cPart 2.10(b) of the Company Disclosure Schedule sets forth the address of each Leased Real Property parcel of real property owned by the Company or a Company Subsidiary (such real property, together with all buildings, structures, improvements and fixtures located thereon, collectively, the applicable Acquired “Company which holds a leasehold interest in such Leased Owned Real Property”). The Company or a Company Subsidiary has good and marketable indefeasible fee simple title (or the equivalent in any applicable Acquired foreign jurisdiction) to each Company has a valid and binding leasehold interest in each Leased Owned Real Property, free and clear of all Encumbrances Liens (other than Company Permitted Encumbrances). Neither the Company nor any Company Subsidiary has (i) received written notice of any pending or threatened condemnation, except as expropriation or similar proceeding with respect to any Company Owned Real Property, and to the knowledge of the Company no such proceeding is threatened, (ii) leased to any Person the right to use or occupy any such Company Owned Real Property or (iii) otherwise granted to any Person the right to use or occupy any such Company Owned Real Property in a manner that would not have or would not reasonably be expected to havematerially and adversely affect the operations of the Company and the Company Subsidiaries, taken as a whole. To the knowledge of the Company, none of the Company Owned Real Property is subject to or encumbered by any rights of first refusal, rights of first offer, purchase options or similar encumbrances with respect to such Company Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect, either the Company or a Company Subsidiary has a good, valid and binding leasehold interest in each lease, sublease, license, easement agreement or other use or occupancy agreement (such leases, including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto, collectively, the “Company Lease Documents”) under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy any real property (such real property, collectively, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), in each case free and clear of all Liens (other than Company Permitted Encumbrances). Except as would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect, (i) All Company Lease Documents are in full force and effect and are valid and enforceable in accordance with their respective terms, against the Company or a Company Subsidiary and, to the knowledge of the Company, each other party thereto and (ii) none of the Company or any Company Subsidiary is in existing default of any provision of any such lease. The Company has made available to Parent true, a true and correct and complete copies copy of all leases, subleases or similar agreements each material Company Lease Document. (including all amendments, extensions, renewals, guaranties and other agreements with respect theretod) (collectively, Neither the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) nor any of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense Subsidiaries has received written notice of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Leaseany, and to the Knowledge knowledge of the CompanyCompany there is no, no event has occurred or circumstance exists that, with material default under any restrictive covenants affecting the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectOwned Real Property.

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth in Section 6.21 of the Real PropertyMedMen Disclosure Schedules, the Acquired Companies have MedMen has good and valid title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each of the material tangible all MedMen Real Property and personal property and other assets reflected as owned in the MedMen Financial Statements or leased by acquired after the Acquired Companies on the Most Recent Balance Sheet (except for tangible Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date of the Most Recent Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None Except as set forth in Section 6.21 of the Acquired Companies owns any Owned MedMen Disclosure Schedules, with respect to each MedMen Real Property: (i) the current use of such Real Property and the operation of Business thereon does not violate any instrument of record or Contract affecting such Real Property, or any applicable Law in any material respect (without any fines or monetary Liabilities attached); (ii) there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person the right of use or occupancy of any portion of such Real Property except in favor of one of MedMen or its Subsidiaries; and (iii) there are no Persons in possession of such Real Property except MedMen or one of its Subsidiaries. (c) Section 4.7(c) To the extent required to conducts its business on the date hereof, MedMen or applicable Subsidiary has all certificates of occupancy and Permits necessary for the Company Disclosure Schedule sets forth the address current use and operation of each Leased Real Property Property. Such Permits have been validly issued by the appropriate Governmental Authority in compliance with all applicable Laws, and the applicable Acquired Company which holds a leasehold interest in MedMen Subsidiary has fully complied with all conditions of the Permits applicable to it. All such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and Permits are in full force and effecteffect without further consent or approval of any Person. (d) There does not exist any actual or, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the CompanyTransferors, no event threatened or contemplated, condemnation or eminent domain proceedings that affect any Real Property or any part thereof, and none of MedMen or any of its Subsidiaries has occurred or circumstance exists that, with the delivery of received any notice, oral or written, of the passage intention of time any Governmental Authority or both, would constitute such a breach other Person to take or default, except to the extent such breach use any Real Property or default would not have a Company Material Adverse Effectany part thereof.

Title to Assets; Real Property. (aA) With respect to all assets other than The Company or one of the Real PropertyCompany Subsidiaries owns, the Acquired Companies have and has good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies Company or the Company Subsidiaries on the Most Recent Latest Balance Sheet (except for tangible assets sold or disposed of since that date in the date Ordinary Course of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such dateBusiness) free of any liens or Encumbrances (other than Permitted Encumbrances). The material properties and tangible assets owned or leased by the Company and the Company Subsidiaries are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted by the Company and the Company Subsidiaries. (bB) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(cPart 3.11(b) of the Company Disclosure Schedule sets forth lists each real property that is owned by the address Company or any Company Subsidiary as of each Leased Real Property and the applicable Acquired date of this Agreement (such property, together with any real property acquired by the Company after the date of this Agreement (which holds a leasehold interest will have been so acquired in such Leased compliance with Section 5.1), the "Owned Real Property"). The applicable Acquired Except as disclosed in Part 3.11(b) of the Company Disclosure Schedule, each of the Company and or a Company Subsidiary has a valid and binding leasehold interest in each Leased good title to the Owned Real Property, free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances. Except as set forth on Part 3.11(b) of the Company Disclosure Schedule, except as would not have (i) there are no outstanding Contracts for the sale of any of the Owned Real Property, (ii) there are no leases, subleases, licenses, concessions or would not reasonably be expected any other Contracts granting to haveany Person other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Owned Real Property or any portion thereof and (iii) there are no easements, covenants, rights-of-way and other similar restrictions of record, if any, that, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent truematerially impair, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to haveimpair materially, the continued use and operation of the Owned Real Property to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. Any reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any Owned Real Property are set forth in Part 3.11(b) of the Company Disclosure Schedule. There are no physical conditions or defects at any of the Owned Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. The present use of the land, buildings, structures and improvements on the Owned Real Property are, in all material respects, in conformity with all Legal Requirements, including all applicable zoning laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that do not, and would not, individually or in the aggregate, a reasonably be expected to materially interfere with the operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). Neither the Company Material Adverse Effectnor any of the Company Subsidiaries, as the case may be, has received any written notice of any material conflict or dispute with any Governmental Entity or other Person relating to any Owned Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). Except as disclosed As of the date hereof, there are no existing, or to the knowledge of the Company, any threatened or pending condemnation or eminent domain proceedings (or proceedings in Section 4.7(clieu thereof) affecting the Owned Real Property or any portion thereof. (C) Part 3.11(c) of the Company Disclosure Schedule lists each real property that is leased by the Company or any Company Subsidiary as of the date of this Agreement, pursuant to which the Company or such Company Subsidiary is required to pay a monthly rental in excess of $50,000 (such property, together with any such lease entered into by the Company or a Company Subsidiary after the date of this Agreement which will have been so acquired in compliance with Section 5.1, the "Leased Real Property"). Except as disclosed in Part 3.11(c) of the Company Disclosure Schedule, the Company or a Company Subsidiary holds a valid leasehold interest in the Leased Real Property free and clear of all Encumbrances, other than Permitted Encumbrances or Encumbrances encumbering a lessor's interest in the Leased Real Property incurred by the lessor. Each of the leases under which the Leased Real Property is held (A) is in full force and effect, and (B) is enforceable against the Company or the Company Subsidiaries and the other party or parties thereto, in accordance with its terms, except as would not have the same may be limited by (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. No material default exists under any lease under which the Leased Real Property is held to which the Company or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company Subsidiaries is in breach or default under any Lease, a party and to the Knowledge of the Company, no event has occurred or circumstance exists thatwhich, with the delivery giving of notice, the passage of time or both, would constitute is reasonably likely to result in such a breach default. Except as set forth on Part 3.11(c) of the Company Disclosure Schedule, there are no material subleases, licenses, concessions or defaultany other Contracts or agreements to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound granting to any Person or entity other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Leased Real Property or any portion thereof. Any material reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound with respect to any Leased Real Property are set forth in Part 3.11(c) of the Company Disclosure Schedule. There are no physical conditions or defects at any of the Leased Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. As of the date hereof, there are no existing, or to the knowledge of the Company, any threatened or pending condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Leased Real Property or any portion thereof. The present use of the land, buildings, structures and improvements on the Leased Real Property are, to the knowledge of the Company, in conformity with all Legal Requirements, including all applicable zoning laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that would not, individually or in the aggregate, reasonably be expected to the extent such breach or default would not have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of any conflict or dispute with any Governmental Entity or other Person relating to any Leased Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Leased Real Property as presently conducted (or as would be conducted at full capacity).

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies have good title to, or Except as has not resulted in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect, each Company Entity owns, and has good and valid title to, all tangible assets reflected on the most recent audited balance sheet included in the Company SEC Financial Statements (except for (i) tangible assets sold, used or disposed of in the Ordinary Course of Business since December 31, 2019, and (ii) the assets of the MCC Business sold pursuant to the MCC Transaction Agreement), free and clear of any Lien thereon (except for any Permitted Lien). (b) As of the date hereof, the Company does not own any real property, and no Lease Company Entity is subject a party to any sublease Contract that obligates such Company Entity to purchase any material real property or sublicense of the applicable Acquired Company’s any interest therein. No Acquired Company is Except as has not resulted in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect: (i) a Company Entity has a good and valid leasehold interest, subject to the terms of each applicable lease, sublease and other Contract (all such leases, subleases or other Contracts, collectively, the “Company Real Property Leases”), under which each Company Entity uses or occupies or has the right to use or occupy any parcel of real property leased, subleased, licensed or otherwise used or accessed by such Company Entity (any such parcel, the “Company Leased Real Property”), in each case, free and clear of any Lien thereon (except for any Permitted Lien); (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Leased Real Property that would reasonably be expected to impair the existing use of the Company Leased Real Property by any Company Entity; (iii) to the Company’s Knowledge, there are no outstanding options or rights of first refusal in favor of any other Person to purchase any Company Leased Real Property that would reasonably be expected to impair the existing use of such Company Leased Real Property by any Company Entity; and (iv) no Company Entity has from December 31, 2017, received any written notice of any pending or, to the Company’s Knowledge, threatened condemnation proceeding related to any Company Leased Real Property.

Title to Assets; Real Property. (a) With respect Except as has not been, and would not reasonably be expected to all assets other than be, individually or in the Real Propertyaggregate, material to the Acquired Companies, taken as a whole, the Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest interests in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) ), free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Propertyreal property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, a correct and complete copies copy of all leases, subleases each lease or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements sublease with respect thereto) (collectively, the “Leases”) for to each Leased Real Property. Each Lease Property and, as of the date hereof, each such lease or sublease for a Leased Real Property is legalvalid and binding on the Acquired Companies, validas the case may be, binding and enforceable against and, to the applicable Acquired Company Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, subject except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date hereof, no Acquired Company has, and to proper authorization and execution the Knowledge of such Lease by the Company, none of the other parties theretothereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a default under the provisions of any such lease or sublease, except as would in each case for those violations, commitments, failures to act, and defaults which have not have or would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense and, as of the applicable Acquired Company’s interest therein. No date hereof, no Acquired Company is in breach or default under any Leasehas received written (or, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with oral) notice of any of the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effectforegoing.

Title to Assets; Real Property. (a) With Section 5.13(a)(i) and Section 5.13(a)(ii) of the Seller Disclosure Schedule sets forth a list of all leases, subleases and other occupancy Contracts with respect to real property to which any Selling Entity is a party as a lessor/sublessor or as a lessee/sublessee, respectively, in each case, with respect to the Business (“Real Property Leases”). Schedule 2.1(k) sets forth a list of all assets other than real property owned by the Real PropertySelling Entities and the Acquired Subsidiaries. (b) Subject to requisite Bankruptcy Court approvals, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction of any applicable Cure Payments), the Selling Entities and the Acquired Companies Subsidiaries have good and valid title to, or or, in the case of leased assets purported have good and valid leasehold interests in, all tangible personal property that is used in the Business (other than the Excluded Assets), free and clear, as of the Closing, of all Encumbrances (other than Permitted Encumbrances and except to the extent that such Encumbrances will not be enforceable against such tangible personal property following the Closing in accordance with the Sale Order). (c) A Selling Entity or the Acquired Subsidiaries, as applicable, owns good and valid fee simple title to the Owned Real Property and the real property owned by the Acquired Subsidiaries and a Selling Entity or the Acquired Subsidiaries, as applicable, has valid leasehold interests in the Real Property Leases and the real property leased by the Acquired CompaniesSubsidiaries (such leasehold interests together with the Owned Real Property and the real property owned by the Acquired Subsidiaries, lease the “Seller Properties”), in each case sufficient to conduct the Business as currently conducted and have valid leasehold interest infree and clear, each as of the material tangible Closing, of all Encumbrances (other than Permitted Encumbrances and except to the extent that such Encumbrances will not be enforceable against the Owned Real Property or the Real Property Leases following the Closing in accordance with the Sale Order), assuming the timely discharge of all obligations owing under or related to the Seller Properties. (d) The Purchased Assets and the property and assets reflected as that will be owned or leased by the Acquired Companies on Subsidiaries as of the Most Recent Balance Sheet (except Closing, together with the property and assets that Buyer, the Buyer Designees and the Acquired Subsidiaries will otherwise have the right to use from and after the Closing, constitute all of the property and assets used in or necessary for tangible assets sold or disposed the conduct of since the Business substantially as conducted as of the date hereof and as of the Most Recent Balance Sheet Closing in all material respects and except for tangible assets being leased will be adequate to conduct the Acquired Companies with respect to which Business substantially as conducted as of the lease has expired since such date) free date hereof and as of any liens or Encumbrances (the Closing in all material respects, other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Contract that Buyer elects not to designate as an Assumed Agreement or Assumed Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, any Seller Benefit Plan, any Cash that is not Store Cash, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would any Current Employees that do not have a Company Material Adverse Effectbecome Transferred Employees.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies have Stonegate or one of its Subsidiaries has good and marketable title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each easement or right to use all of its assets and properties, including those reflected in either the material tangible assets reflected as owned latest audited balance sheet or leased by latest interim balance sheet included in the Acquired Companies on the Most Recent Balance Sheet Stonegate FDIC Filings (except for tangible assets sold or otherwise disposed of or leases that have expired since the date of the Most Recent Balance Sheet and except for tangible assets being leased to Date in the Acquired Companies with respect to which the lease has expired since such date) free ordinary course of any liens business or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) been terminated as provided in Section 4.7(c5.1(xix) of the Company Stonegate Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real PropertySchedule), as being owned or leased, as applicable, free and clear of any and all Encumbrances Liens other than Permitted EncumbrancesLiens. All properties and assets of Stonegate and its Subsidiaries are in good operating condition and repair, ordinary wear and tear and commercially reasonable deferred maintenance excepted, and except as would not have or for such failures to be in good operating condition and repair which would not reasonably be expected to have, individually or materially impair the use thereof in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies operation of all leases, subleases the business of Stonegate or similar agreements any of its Subsidiaries. (including all amendments, extensions, renewals, guaranties and other agreements with respect theretob) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c3.13(b) of the Company Stonegate Disclosure Schedule contains a true and complete list of all real property owned or except leased by Stonegate as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest thereindate of this Agreement, identifying the real property as leased or owned. No Acquired Company Stonegate is in breach or default under any Leasepossession of all real property leased to it, as set forth in Section 3.13(b) of the Stonegate Disclosure Schedule, and to each such lease is valid without default thereunder by the Knowledge lessee and has not been assigned or subleased by Stonegate unless so indicated in Section 3.13(b) of the CompanyStonegate Disclosure Schedule. The real property listed in Section 3.13(b) of the Stonegate Disclosure Schedule is in material compliance with all applicable zoning laws and building codes and all applicable health and safety related requirements. There are no pending or, no event has occurred or circumstance exists thatto Stonegate’s Knowledge, with threatened material condemnation proceedings against the delivery real property listed in Section 3.13(b) of notice, the passage Stonegate Disclosure Schedule. (c) Neither Stonegate nor any of time or both, would constitute such a breach or defaultits Subsidiaries owns any real property, except to the extent such breach (i) real property acquired through foreclosure or default would not have a Company Material Adverse Effectdeed in lieu of foreclosure and (ii) real property used for its headquarters or banking operations.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, Each of the Acquired Companies have Companies, as applicable, has good and valid title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each of in all (i) Real Property and (ii) tangible personal property reflected in the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Interim Balance Sheet (except for tangible or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 4.11(a) of the Most Recent Balance Sheet Disclosure Schedules; (ii) Encumbrances for Taxes (A) not yet due and except delinquent or (B) being contested in good faith by appropriate procedures and for tangible assets which an adequate reserve has been made on the Interim Financial Statements; (iii) Encumbrances arising under purchase money and capital lease arrangements arising or incurred in the ordinary course of business; provided that such Encumbrances do not at any time encumber any property other than the property financed by such Indebtedness, or leased, as applicable; (iv) mechanics, carriers’, workmen’s, repairmen’s, materialmen’s, warehousemen’s or other like Encumbrances arising or incurred in the ordinary course of business, which in each case secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Encumbrance or which are being leased to contested in good faith by appropriate procedures and for which adequate reserves are maintained in accordance with GAAP; (v) easements, rights of way, zoning ordinances and other similar Encumbrances affecting Real Property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the applicable Acquired Companies with respect Company; (vi) all matters of record affecting any Real Property that (A) would be shown on current surveys of the Real Property or any standard printed exceptions as would otherwise appear on a title insurance policy and (B) do not materially affect the use, operation or value of the Real Property to which they apply, provided that there are no defaults or violations thereof; (vii) Encumbrances arising under original purchase price conditional sales Contracts and equipment leases with third parties entered into in the lease has expired since such dateordinary of business; (viii) free Encumbrances incurred or deposits made in the ordinary course of any liens business in connection with worker’s compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government Contracts, performance and return of money bonds and similar obligations; (ix) statutory landlords’ or warehouse Encumbrances (other than Permitted Encumbranceswhich did not result from any breach or default on the part of an Acquired Company); (x) licenses of Intellectual Property; or (xi) Encumbrances for Indebtedness to be repaid and discharged at the Closing. (b) None Section 4.11(b) of the Disclosure Schedules lists the street address of each parcel of Real Property owned by any of the Acquired Companies owns (the “Owned Real Property”). The Acquired Companies have not currently leased or otherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened as to any Owned Real Property. Each of the Acquired Companies is in peaceful and undisturbed possession of each parcel of its Owned Real Property and there is no Contract or legal restriction that precludes or restricts the ability of the Acquired Companies to use any Owned Real Property for the purposes for which it is currently being used by the Acquired Companies. To the Knowledge of the Company, all buildings, fixtures and improvements attached or joined to the Owned Real Property were constructed and built in compliance, in all material respects, with all then-applicable Laws. Nothing has occurred since January 1, 2019 to materially impair the ability of the Acquired Companies to use or enjoy the Owned Real Property or to prevent, in any material part, the enjoyment thereof. (c) Section 4.7(c4.11(c) of the Company Disclosure Schedule sets forth Schedules lists: (i) the street address of each parcel of Real Property leased, licensed, subleased or occupied or available to be occupied pursuant to any other occupancy arrangement by any of the Acquired Companies (other than Hilo) (the “Leased Real Property Property”), and (ii) a list of each lease or other Contract, oral or written, relating to the applicable Acquired Company which holds a leasehold interest in such use or occupancy of the Leased Real Property. Such Leased Real Property, together with the Owned Real Property, constitutes all of the real property used in the operation of the business of the Acquired Companies (other than Hilo). The Company has made available to Buyer a complete and accurate copy of each Real Property Lease. The applicable Acquired Company has Companies have a valid and binding leasehold interest in each their respective Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Leasepeaceful and undisturbed possession of each parcel of Leased Real Property, and and, to the Knowledge of the Company, there are no event has occurred contractual or circumstance exists thatlegal restrictions that preclude or restrict the ability of the applicable Acquired Company to use the Leased Real Property for the purposes for which it is currently being used. To the Knowledge of the Company, with there are no condemnation proceedings or eminent domain proceedings of any kind pending or threatened against any Leased Real Property. (d) The property, assets and rights of the delivery Acquired Companies constitute all of noticethe property, assets and rights used in, and necessary for, the passage conduct of time or boththe business of the Acquired Companies as currently conducted, would constitute such a breach or defaultand are, except and immediately following the completion of the Restructuring will be, sufficient for the continued conduct of the business after the Closing in substantially the same manner as conducted prior to the extent such breach Closing. There is no asset, right or default would property used in, and necessary for, the operation of the business of the Acquired Companies (other than Hilo) as currently conducted owned by any Person other than an Acquired Company (other than Hilo) that will not have a Company Material Adverse Effectbe available for the use of the Acquired Companies (other than Hilo) under valid, current license arrangements or leases immediately following the Closing.

Title to Assets; Real Property. (a) With respect As of the date of this Agreement, the Companies have (and as of the Closing and after giving effect to all assets other than the Real PropertyReorganization, the Acquired Companies have will have) good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each all Real Property and all personal property and other assets reflected on the Balance Sheet or acquired in respect of the material tangible assets reflected as owned or leased by Acquired Business after the Acquired Companies on the Most Recent Balance Sheet (except for tangible Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) Encumbrances set forth in Section 3.10(a) of the Most Recent Balance Sheet Disclosure Schedules; (ii) Encumbrances for Taxes not yet due and except payable or which are being contested in good faith and for tangible assets being leased which adequate reserves have been established in the Financial Statements in accordance with GAAP; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like Encumbrances arising or incurred in the ordinary course of business consistent with past practice; (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers; (v) easements, rights-of-way, zoning ordinances, building codes and other similar Encumbrances affecting the Real Property that do not materially interfere with the present use of such Real Property in the conduct of the Acquired Companies Business; (vi) with respect to which leased Real Property, the lease has expired since interest or title of the owner/lessor or sublessor thereof, as owner, lessor or sublessor, in such dateleased Real Property; and (vii) free of any liens or Encumbrances (other than Permitted Encumbrances)with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which have been disclosed in Section 3.09(a) of the Disclosure Schedules. (b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property and (ii) if such property is leased or subleased to one of the Companies, the title and date of the lease agreement, and all amendments thereto, the landlord under the lease or sublease, the rental amount being paid as of the date of this Agreement, and the expiration of the term of such lease or sublease for each leased or subleased property. With respect to owned Real Property, Sellers have made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which one of the Companies acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Sellers or the Company and relating to the Real Property. With respect to leased Real Property, Sellers have made available to Buyer true, complete and correct copies of any leases or subleases affecting the Real Property as in effect on the date of this Agreement. None of the Acquired Companies owns is a sublessor or grantor under any Owned Real Property. (c) Section 4.7(c) sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased any leased Real Property. The applicable Acquired Company has a valid use and binding leasehold interest in each Leased operation of the Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or Property in the aggregateconduct of the Acquired Business do not violate in any material respect any Law, a Company Material Adverse Effect. The Company has made available covenant, condition, restriction, easement, license, permit or agreement applicable to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased such Real Property. Each Lease is legalNo material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Companies. There are no Actions pending nor, validto Sellers’ Knowledge, binding and enforceable threatened against or affecting the applicable Acquired Company and Real Property or any portion thereof or interest therein in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually nature or in the aggregate, a Company Material Adverse Effectlieu of condemnation or eminent domain proceedings. Condition and Sufficiency of Assets . Except as disclosed set forth in Section 4.7(c) 3.11 of the Company Disclosure Schedule Schedules, the buildings, plants and structures that comprise the Real Property are, to Sellers’ Knowledge, structurally sound and the furniture, fixtures, machinery, equipment, vehicles and other material items of tangible personal property that will be held by the Acquired Companies as of the Closing after giving effect to the consummation of the Reorganization are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other material items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs. The properties and assets held by the Acquired Companies as would not have or would not reasonably of the Closing after giving effect to the consummation of the Reorganization will be expected sufficient for the continued conduct of the Acquired Business immediately after the Closing in substantially the same manner as conducted prior to havethe Closing and constitute all of the material rights, individually or property and assets used in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of conduct the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectBusiness as currently conducted.

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth on Section 3.14(a) of the Real PropertyCompany Disclosure Memorandum, as of the date of this Agreement, the Acquired Companies Company or one of its Subsidiaries has, and as of the Closing, the Company or one of its Subsidiaries will have good and marketable title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each easement or right to use all of its assets and properties, including those reflected on the material tangible assets reflected Balance Sheet as being owned or leased by the Acquired Companies on the Most Recent Balance Sheet leased, as applicable (except for tangible assets sold or otherwise disposed of or leases that have expired since the date of the Most Recent Balance Sheet Date in the ordinary course of business), and except for tangible none of such properties or assets being leased is subject to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (Liens other than Permitted Encumbrances)Liens. Except as disclosed in Section 3.14(a) of the Company Disclosure Memorandum, all such properties and assets are in good operating condition and repair, ordinary wear and tear expected, and, in all material respects, are fit for the uses to which they are being put. (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c3.14(b) of the Company Disclosure Schedule Memorandum sets forth a true, correct and complete list of all real property owned by the address Company or one of each Leased its Subsidiaries other than “real estate owned” (“OREO”) acquired as a result of debts previously contracted or exercising remedies under loans held by the Company or one of its Subsidiaries and which are not used for the operations of the Company (together with any buildings, structures, fixtures or other improvements thereon, the “Owned Real Property Property”). The Company or one of its Subsidiaries has, and as of the applicable Acquired Company which holds a leasehold Closing will have, good, marketable and insurable fee simple title interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased to all Owned Real Property, free and clear of all Encumbrances Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other than similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”). (c) Section 3.14(c) of the Company Disclosure Memorandum sets forth a true, correct and complete list of all leases pursuant to which the Company or one of its Subsidiaries is a lessee or lessor (the “Leases”) of any real property (together with any buildings, structures, fixtures or other improvements thereon, the “Leased Property” and, together with the Owned Real Property, the “Real Property”). All such Leases are valid, legally binding, in full force and effect, and enforceable in accordance with their terms, subject to the appointment of a conservator or receiver, bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium, restructuring or similar Laws affecting creditors’ rights and remedies generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. Other than as set forth on Section 3.14(c) of the Company Disclosure Memorandum, there is not under any of the Leases: (i) any material default by the Company or its Subsidiaries or any circumstance which with notice or lapse of time, or both, would constitute a default; or (ii) to the Company’s Knowledge, any default or claim of default against any lessor to or lessee of the Company or its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a default by any such lessor or lessee. The consummation of the Transactions will not result in a breach or default under any of the Leases, and, except as would not have set forth on Section 3.14(c) of the Company Disclosure Memorandum and specifically identified as such, no consent of or would not reasonably be expected notice to have, individually or in the aggregate, any third party is required as a Company Material Adverse Effectconsequence thereof. The Company has made available to Parent true, correct and complete copies of all leasesthe Leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with no Lease has been modified in any respect thereto) (collectively, since the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdate it was made available. Except as disclosed in set forth on Section 4.7(c3.14(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected Memorandum, none of the property subject to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease sublease, license or sublicense other agreement granting to any Person any right to the use, occupancy or enjoyment of such property or any portion thereof. Neither the Company nor any of its Subsidiaries has received written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the applicable Acquired period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. There are no pending or, to the Company’s interest therein. No Acquired Company is in breach or default under any LeaseKnowledge, and to threatened condemnation proceedings against the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectReal Property.

Title to Assets; Real Property. (aA) With respect to all assets other than The Company or one of the Real PropertyCompany Subsidiaries owns, the Acquired Companies have and has good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies Company or the Company Subsidiaries on the Most Recent Latest Balance Sheet (except for tangible assets sold or disposed of since that date in the date Ordinary Course of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such dateBusiness) free of any liens or Encumbrances (other than Permitted Encumbrances). The material properties and tangible assets owned or leased by the Company and the Company Subsidiaries are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted by the Company and the Company Subsidiaries. (bB) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(cPart 3.10(b) of the Company Disclosure Schedule sets forth lists each real property that is owned by the address Company or any Company Subsidiary as of each Leased Real Property and the applicable Acquired date of this Agreement (such property, together with any real property acquired by the Company after the date of this Agreement (which holds a leasehold interest will have been so acquired in such Leased compliance with Section 5.1), the "Owned Real Property"). The applicable Acquired Except as disclosed in Part 3.10(b) of the Company Disclosure Schedule, each of the Company and or a Company Subsidiary has a valid and binding leasehold interest in each Leased good title to the Owned Real Property, free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances. Except as set forth on Part 3.10(b) of the Company Disclosure Schedule, except as would not have (i) there are no outstanding Contracts for the sale of any of the Owned Real Property, (ii) there are no leases, subleases, licenses, concessions or would not reasonably be expected any other Contracts granting to haveany Person other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Owned Real Property or any portion thereof and (iii) there are no easements, covenants, rights-of-way and other similar restrictions of record, if any, that, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent truematerially impair, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to haveimpair materially, the continued use and operation of the Owned Real Property to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. Any reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any Owned Real Property are set forth in Part 3.10(b) of the Company Disclosure Schedule. There are no physical conditions or defects at any of the Owned Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. The present use of the land, buildings, structures and improvements on the Owned Real Property are, in all material respects, in conformity with all Legal Requirements, including all applicable zoning laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that do not, and would not, individually or in the aggregate, a reasonably be expected to materially interfere with the operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). Neither the Company Material Adverse Effectnor any of the Company Subsidiaries, as the case may be, has received any written notice of any material conflict or dispute with any Governmental Entity or other Person relating to any Owned Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). Except as disclosed As of the date hereof, there are no existing, or to the knowledge of the Company, any threatened or pending condemnation or eminent domain proceedings (or proceedings in Section 4.7(clieu thereof) affecting the Owned Real Property or any portion thereof. (C) Part 3.10(c) of the Company Disclosure Schedule lists each real property that is leased by the Company or any Company Subsidiary as of the date of this Agreement, pursuant to which the Company or such Company Subsidiary is required to pay a monthly rental in excess of $50,000 (such property, together with any such lease entered into by the Company or a Company Subsidiary after the date of this Agreement which will have been so acquired in compliance with Section 5.1, the "Leased Real Property"). Except as disclosed in Part 3.10(c) of the Company Disclosure Schedule, the Company or a Company Subsidiary holds a valid leasehold interest in the Leased Real Property free and clear of all Encumbrances, other than Permitted Encumbrances or Encumbrances encumbering a lessor's interest in the Leased Real Property incurred by the lessor. Each of the leases under which the Leased Real Property is held (A) is in full force and effect, and (B) is enforceable against the Company or the Company Subsidiaries and the other party or parties thereto, in accordance with its terms, except as would not have the same may be limited by (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. No material default exists under any lease under which the Leased Real Property is held to which the Company or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company Subsidiaries is in breach or default under any Lease, a party and to the Knowledge of the Company, no event has occurred or circumstance exists thatwhich, with the delivery giving of notice, the passage of time or both, would constitute is reasonably likely to result in such a breach default. Except as set forth on Part 3.10(c) of the Company Disclosure Schedule, there are no material subleases, licenses, concessions or defaultany other Contracts or agreements to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound granting to any Person or entity other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Leased Real Property or any portion thereof. Any material reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound with respect to any Leased Real Property are set forth in Part 3.10(c) of the Company Disclosure Schedule. There are no physical conditions or defects at any of the Leased Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. As of the date hereof, there are no existing, or to the knowledge of the Company, any threatened or pending condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Leased Real Property or any portion thereof. The present use of the land, buildings, structures and improvements on the Leased Real Property are, to the knowledge of the Company, in conformity with all Legal Requirements, including all applicable zoning laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that would not, individually or in the aggregate, reasonably be expected to the extent such breach or default would not have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of any conflict or dispute with any Governmental Entity or other Person relating to any Leased Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Leased Real Property as presently conducted (or as would be conducted at full capacity).

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth on Section 3.7(a) of the Real PropertyCompany Disclosure Schedule, the Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have good and valid leasehold interest in, each of the material tangible and real property assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of in the ordinary course of business since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances Liens (other than Permitted EncumbrancesLiens). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c3.7(b) of the Company Disclosure Schedule sets forth the address a true, complete and correct list (by address, date and parties thereto) of all leases, licenses and occupancy rights, including all amendments, modifications and agreements related thereto and an accurate description of each oral lease (each, a “Lease”) of real property (such real property, the “Leased Real Property Property”) pursuant to which any of the Acquired Companies is a tenant as of the date of this Agreement and all guarantees, pledge agreements, and security agreements, including all amendments thereto, pursuant to which any of the Acquired Companies guaranty or secure the obligations of such tenants under the Leases (together with the Leases, collectively, the “Lease Documents”). Each Lease Document is valid and binding and in full force and effect on the Acquired Company party thereto, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Acquired Companies and, to the Company’s Knowledge, each of the other parties thereto, has performed in all material respects all obligations required to be performed by it under each Lease Document, and the Acquired Companies have no present expectation or intention of not fully performing on a timely basis all obligations required to be performed by such Acquired Company under such Lease Document, whether as a result of COVID-19 or otherwise, and none of the Acquired Companies nor, to the Knowledge of the Company, any other party to such Lease Document is in breach or default under such Lease Document, nor has any event occurred nor any circumstance exist, which, with the passage of time, delivery of notice or both, would constitute a breach or default or permit the termination, modification, or acceleration of rent under any Lease Document, by any of the Acquired Companies or, to the Knowledge of the Company, any other party to such Lease Document. Except as set forth on Section 3.7(b) of the Company Disclosure Schedule, there are no written or oral subleases, assignments, concessions or other Contracts granting to any Person other than the relevant Acquired Company the right to use or occupy any Leased Real Property, and there is no Person, other than the applicable Acquired Company which holds a leasehold interest Company, in such possession of any of the Leased Real Property. The applicable Transactions and the documents to be delivered at or before Closing do not require the consent of any other party relating to the Leased Real Property, including from landlords under a Lease Document, whether as a deemed “assignment” or otherwise, will not result in a breach of or default under any Lease Document, will not give rise to any termination or recapture rights, and will not otherwise cause such Lease Document to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. There are no disputes with respect to Leased Real Property or proceedings by the relevant Acquired Company against a lessor under a Lease Document alleging such lessor is in default or committed a breach under such Lease Document. No security deposit or portion thereof deposited with respect to any Leases has been applied which has not been re-deposited in full, and Section 3.7(b) of the Company Disclosure Schedule sets forth as of the date hereof the balance of all such Lease security deposits. (c) Section 3.7(c) of the Company Disclosure Schedule sets forth a valid true, complete and binding leasehold interest correct list of all real property and interests in real property owned in fee by any of the Acquired Companies (the “Owned Real Property” and together with the Leased Real Property, the “Real Property”) setting forth the address and owner of each Leased parcel of Owned Real Property. Except as set forth on Section 3.7(c) of the Company Disclosure Schedule, each of the Acquired Companies has, and on the Closing Date will have, good and marketable fee simple title to the Owned Real Property, free and clear of all Encumbrances any Liens (other than Permitted EncumbrancesLiens). None of the Acquired Companies is party to any Contract to purchase any real property or interest therein or sell or lease any Owned Real Property or portion or interest therein in favor of any Person other than one of the Acquired Companies. There are no outstanding options or rights of first refusal to purchase any parcel of Owned Real Property, except as would not have or would not reasonably be expected any portion or interest therein, in favor of any Person other than one of the Acquired Companies. (d) There are no condemnation, expropriation or other proceedings in eminent domain or zoning, building code or other moratorium proceeding pending or, to havethe Company’s Knowledge, individually threatened, affecting all or in any portion of the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legalThere have been no special assessments filed or, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event proposed against the Real Property or any portion thereof. The applicable Acquired Company’s possession and quiet enjoyment of the Real Property has occurred not been disturbed. No Acquired Company has received any written notice from any Governmental Entity alleging a violation of any Laws or circumstance exists that, restrictive covenants with respect to any of the delivery of noticeReal Property or the relevant Acquired Company’s use thereof. To the Company’s Knowledge, the passage current use of time any Real Property by the applicable Acquired Company is not in material violation of any Laws or bothrestrictive covenants. To the Knowledge of the Company, would constitute there are no pending Legal Proceedings initiated by or on behalf of any Acquired Company to change or redefine the zoning classification of all or any portion of any Real Property, and no Acquired Company has received written notice of any such a breach Legal Proceeding. (e) The Real Property comprises all of the real property used in the business and operations of the Acquired Companies and all of the real property necessary and sufficient for the conduct of the Acquired Companies’ businesses as currently conducted. None of the Real Property has been damaged or defaultdestroyed by fire or other casualty that has not been restored. All of the Real Properties have legal access and are supplied with utilities necessary for the operation thereof as the same are currently operated or currently proposed to be operated, except in each case, to the extent such breach or default would not have a Company Material Adverse Effectnecessary for the conduct of the Acquired Companies’ business. The buildings and other improvements constituting the Real Property are in good condition and repair (ordinary wear and tear excepted) and in compliance with applicable Laws in all material respects and are fit for use in the ordinary course of business as the same are currently operated.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies The Company and/or one or more of its Subsidiaries have good valid title to, or valid leasehold or sublease interests or other comparable contract rights in or relating to, all of the tangible assets necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted; and all such assets, other than assets in which the Company or any of its Subsidiaries has a leasehold or sublease interest or other comparable contract right, are free and clear of all pledges, liens and security interests, except for such pledges, liens or security interests that individually or in the case of assets purported aggregate have not materially interfered with, and would not reasonably be expected to be leased by materially interfere with, the Acquired Companies, lease and have valid leasehold interest in, each ability of the material tangible assets reflected Company or any of its Subsidiaries to conduct their respective businesses as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances)currently conducted. (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c4.14(b) of the Company Disclosure Schedule sets forth forth, as of the address date hereof, a true, complete and accurate list of each the Owned Real Property. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Owned Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used. (c) Section 4.14(c) of the Company Disclosure Schedule includes a true, complete and accurate list of all Leased Real Property and all leases or subleases related to the applicable Acquired Leased Real Property (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). The Company which holds has made available to Parent a true and complete copy of each such lease or sublease document, and in the case of any oral lease or sublease, a written summary of the material terms of such lease or sublease. (d) The Company or a Subsidiary of the Company has good and marketable title to all of the Owned Real Property free and clear of all pledges, liens and security interests, except for such pledges, liens or security interests that individually or in the aggregate have not and would not reasonably be expected to have a Company Material Adverse Effect. The Company or a Subsidiary of the Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. Other than the rights of Parent and Merger Sub pursuant to this Agreement, 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. (e) As of the date hereof the Company (or one of its Subsidiaries, if such Subsidiary is identified as the lessee or tenant under a lease pertaining to the Leased Real Property disclosed on Section 4.14(c) of the Company Disclosure Schedule) has a valid leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrancesany pledges, liens and security interests, except as for such pledges, liens or security interests that individually or in the aggregate have not and would not reasonably be expected to have or a Company Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases : (i) each lease or similar agreements sublease is (including all amendments, extensions, renewals, guaranties and other agreements with respect theretoA) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and binding, enforceable against the Company or one of its Subsidiaries, and, to the Knowledge of the Company, against the applicable Acquired Company lessor and (B) in full force and effect in all material respects; (ii) the execution and delivery of this Agreement and the consummation of the Transactions does not require the consent of any other party to such lease or sublease, will not result in a breach of or default under such lease or sublease, or otherwise cause such lease or sublease to cease to be legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by effect on identical terms following the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) consummation of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in Transactions; (iii) neither the aggregate, a Company Material Adverse Effect, no Lease is subject to Company’s nor any sublease or sublicense Subsidiary’s possession and quiet enjoyment of the applicable Acquired Company’s interest therein. No Acquired Company is Leased Real Property under such lease or sublease has been disturbed in breach or default under any Leasematerial respect, and to the Knowledge of the Company, there are no material disputes with respect to such lease or sublease; and (iv) neither the Company nor any Subsidiary nor any other party to the lease or sublease is in breach or default under such lease or sublease in any material respect for which a notice of default has been given, and no event has occurred or circumstance exists thatwhich, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except or permit the termination, modification or acceleration of rent under such lease or sublease for which a notice describing such event or circumstance has been given. (g) The Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used by the extent such breach or default would not have a Company Material Adverse Effectand any of its Subsidiaries.

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth on Section 3.09(a) of the Real PropertyDisclosure Schedules, the Acquired Companies have good and valid title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each of the material all Real Property and tangible personal property and other assets reflected as owned in the Financial Statements or leased by acquired after the Acquired Companies on the Most Recent Interim Balance Sheet (except for tangible Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Most Recent Interim Balance Sheet Date. Assuming the services to be provided by the Transition Services Agreement, immediately following the Closing, Buyer will own or will have a right to use all of Seller’s personal property and except for tangible assets being leased to used in the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None conduct of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) Companies’ businesses as presently conducted. All of the Company Disclosure Schedule sets forth the address of each Leased Real Property Acquired Companies’ properties and the applicable Acquired Company which holds a assets (including leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, interests) are free and clear of all Encumbrances other than except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and as to which adequate reserves have been established in accordance with GAAP; (ii) mechanics, except as carriers’, workmen’s, repairmen’s or other like liens imposed by Law and arising or incurred in the ordinary course of business for amounts which are not yet due and payable and which would not have or would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting the Real Property of the Acquired Companies which do not materially impair the use or occupancy of such Real Property or the operation of the businesses of the Acquired Companies; (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (v) restrictions in any Receivables Agreement with respect to the resale, marketing, soliciting or other activities related to the accounts purchased pursuant to such Receivables Agreements; or (vi) licenses to or from third parties with respect to any Acquired Company Intellectual Property. (b) No Acquired Company owns any Real Property. The Section 3.09(b) of the Disclosure Schedules lists the street address of each parcel of Real Property leased by an Acquired Company has made available or other rights of an Acquired Company to Parent trueuse or occupy any Real Property (the “Leased Real Property”), correct and a true and complete copies list, as of the date of this Agreement, of all leases, subleases or similar agreements leases for each parcel of Leased Real Property (including all amendments, extensions, renewals, guaranties each a “Lease” and other agreements with respect thereto) (collectively, the “Leases”) for ), including the identification of the lessee thereunder. Seller has delivered to Buyer a true and complete copy of each Leased Real Property. Each such Lease is legaldocument, valid, binding and enforceable against the applicable Acquired Company and in full force and effectthe case of any oral Lease, subject to proper authorization and execution a written summary of the material terms of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectLease. Except as disclosed in set forth on Section 4.7(c3.09(b) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected Schedules, with respect to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense each of the applicable Leases: (i) no Acquired Company’s interest therein. No Acquired Company possession and quiet enjoyment of the Leased Real Property under each such Lease is being disturbed in breach or default under any Leasematerial respect, and to the Knowledge of Seller, there are no disputes with respect to such Lease; (ii) no Acquired Company has assigned any interest under any of the Company, Leased Real Property or sublet or permitted any other Person to occupy any part of the Leased Real Property; and (iii) no event Acquired Company has occurred collaterally assigned or circumstance exists that, with the delivery of notice, the passage of time granted any other security interest in such Lease or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effectany interest therein.

Title to Assets; Real Property. (a) With respect Except as has not had, and would not reasonably be expected to all assets other than have, individually or in the Real Propertyaggregate, a Company Material Adverse Effect, the Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest interests in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) ), free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property.real property. Table of Contents (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, a correct and complete copies copy of all leaseseach lease, subleases sublease, license or similar agreements occupancy agreement with respect to each Leased Real Property (including all amendmentsmodifications, extensionsamendments and/or supplements thereto and guaranties thereof), renewalseach of which is, guaranties as of the date hereof, valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other agreements with respect party thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legalas applicable, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably may be expected to havelimited by bankruptcy, individually or in the aggregateinsolvency, a Company Material Adverse Effectmoratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. Except as disclosed in Section 4.7(c) As of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdate hereof, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Leasehas, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event has occurred or circumstance exists thatcondition exists, which with the delivery of or without notice, the passage lapse of time or bothboth would constitute a default under the provisions of any such lease, sublease, license or similar occupancy agreement, except in each case for those violations and defaults which, individually or in the aggregate, would constitute such a breach or default, except not reasonably be expected to the extent such breach or default would not have result in a Company Material Adverse EffectEffect and, as of the date hereof, no Acquired Company has received written notice of any of the foregoing.

Title to Assets; Real Property. (a) With respect Except as has not had, and would not reasonably be expected to all assets other than have, individually or in the Real Propertyaggregate, a Company Material Adverse Effect, the Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest interests in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) ), free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Propertyreal property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, a correct and complete copies copy of all leases, subleases each lease or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements sublease with respect thereto) (collectively, the “Leases”) for to each Leased Real Property. Each Lease Property and, as of the date hereof, each such lease or sublease for a Leased Real Property is legalvalid and binding on the Acquired Companies, validas the case may be, binding and enforceable against and, to the applicable Acquired Company Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably may be expected to havelimited by bankruptcy, individually or in the aggregateinsolvency, a Company Material Adverse Effectmoratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. Except as disclosed in Section 4.7(c) As of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdate hereof, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Leasehas, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event has occurred or circumstance exists thatcondition exists, which with the delivery of or without notice, the passage lapse of time or bothboth would constitute a default under the provisions of any such lease or sublease, except in each case for those violations and defaults which, individually or in the aggregate, would constitute such a breach or default, except not reasonably be expected to the extent such breach or default would not have result in a Company Material Adverse EffectEffect and, as of the date hereof, no Acquired Company has received written notice of any of the foregoing.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies have good title to, or Except as set forth in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c3.12(a) of the Company Disclosure Schedule sets forth Schedule, the address of each Leased Real Property Company or a Company Subsidiary has good and marketable title to all material assets owned by the Company and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real PropertySubsidiaries (the “Owned Assets”), free and clear of all Encumbrances Liens, other than Permitted Encumbrances, except (i) Liens for current Taxes not yet past due and payable and liens for Taxes that are being contested in good faith by appropriate proceedings and as would not have or would not reasonably be expected to havehave a Material Adverse Effect, (ii) mechanics’ and materialmen’s Liens for construction in progress, (iii) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or a Company Subsidiary consistent with past practice and (iv) all matters of record, Liens and other imperfections of title and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent trueEffect ((i)-(iv), correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, “Permitted Liens”). Neither the “Leases”Company nor any Company Subsidiary owns, or has owned in the past, any real property. (b) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except Except as would not have or would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, the Company or a Company Subsidiary has a good and valid leasehold interest in each parcel of real property leased by the Company or the Company Subsidiaries (the “Leased Real Property”). Except as disclosed in Each parcel of Leased Real Property is set forth on Section 4.7(c3.12(b) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest thereinSchedule. No Acquired Company is in breach or default under any Lease, and to To the Knowledge of the Company, no event (i) the Company or a Company Subsidiary has occurred the right to use and occupancy of the Leased Real Property for the full term of the lease or circumstance exists thatsublease relating thereto, (ii) each such lease or sublease is a legal, valid and binding obligation, enforceable in accordance with its terms, of the delivery Company or a Company Subsidiary and the other parties thereto, and the Company and the Company Subsidiaries have not received notice of noticeany default (with or without notice or lapse of time, the passage of time or both) with respect to such lease or sublease, would constitute and (iii) except as set forth in Section 3.12(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has assigned its interest under any such a breach lease or defaultsublease or sublet any part of the premises covered thereby. (c) To the Knowledge of the Company, except there are no pending or threatened condemnation proceedings with respect to the extent such breach Owned Assets or default would not have a Company Material Adverse EffectLeased Real Property.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired The LiveArea Companies have good title to, or do not own a fee interest in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances)real estate. (b) None All Real Property interests used by the LiveArea Companies are reflected on Section 3.09(b) of the Acquired Disclosure Schedules. The LiveArea Companies owns do not own any Owned interest in Real Property. Section 3.09(b) of the Disclosure Schedules lists each Real Property Lease and all amendments thereto, including the identification of the lessee and lessor thereunder (or landlord, sublandlord and sublessee, as applicable), and the street address of each parcel of Real Property leased or subleased by each LiveArea Company. (c) The LiveArea Companies have good and valid title to, and a valid leasehold or subleasehold interest in, all Real Property reflected on Section 3.09(b) of the Disclosure Schedules. (d) The LiveArea Companies have good and valid title to and ownership interest in all tangible personal property and other assets reflected in the Balance Sheet or acquired after the Balance Sheet Date. All tangible personal property of the LiveArea Companies is in good operating condition and repair (ordinary wear and tear excepted) and is, in all material respects, adequate and suitable for the purposes for which each is presently being used. (e) All such properties and assets (including leasehold and subleasehold interests) of the LiveArea Companies are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and for which adequate reserves have been established and taken into account in the Closing Working Capital; (ii) mechanic’s, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business; or (iii) other imperfections of title or Encumbrances, if any, that have not had, and would not have, a Material Adverse Effect. (f) Each Real Property Lease is in full force and effect and is valid, binding and, subject to the Bankruptcy Exception, enforceable against such LiveArea Company and the landlord thereunder in accordance with its respective terms. (g) Regarding the leased Real Property, the LiveArea Companies have not subleased any Real Property or any part thereof or given any Person any license or other right to occupy any portion of any Real Property. Regarding any subleased Real Property, the LiveArea Companies have not further subleased any Real Property or any part thereof or given any Person any license or other right to occupy any portion of any Real Property. (ch) Section 4.7(cThe LiveArea Companies have not assigned, granted or otherwise encumbered any interest (including any collateral assignment or security interest) in any of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Leases or any Real Property. . (i) The applicable Acquired Company has LiveArea Companies are not obligated under, or a valid and binding leasehold interest in each Leased Real Propertyparty to, free and clear any option, right of all Encumbrances first refusal or other than Permitted Encumbrances, except as would contractual right or obligation to purchase any real estate. (j) The LiveArea Companies have not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies received any written notice of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Real Property Lease nor have the LiveArea Companies delivered any written notice of default under any Real Property Lease; neither the LiveArea Companies nor, and to Sellers’ Knowledge, any other party to any Real Property Lease is in default in any material respect under any Real Property Lease; no material amount due under any Real Property Lease remains unpaid; the LiveArea Companies have not received written notice that any work has not been performed by the LiveArea Companies with respect to the Knowledge LiveArea Business as required under any Real Property Lease; neither the LiveArea Companies nor any landlord has the right to terminate any Real Property Lease prior to the expiration of the Companyterm thereof; and no material controversy, claim, dispute or disagreement exists between the parties to the Real Property Leases and, to Sellers’ Knowledge, no event has occurred or circumstance exists thatwhich would, with the delivery of notice, the passage of time or giving of notice, or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effectin any material respect thereunder.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies The Selling Entities have good and valid title to, or or, in the case of leased assets purported to be leased by the Acquired Companies, lease have good and have valid leasehold interest interests in, each all tangible personal property that is used in or necessary for the operation of the material tangible assets reflected Business as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances currently conducted (other than Permitted Encumbrances). (bthe Excluded Assets) None and as anticipated to be conducted as of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real PropertyClosing, free and clear of all Encumbrances (other than Permitted EncumbrancesEncumbrances that do not materially impair Buyer’s rights therein and thereto, except or use thereof, from and after the Closing, or Encumbrances that will be released and discharged as would of, and that will not have be enforceable from and after, the Closing by virtue of the Confirmation Order, or would not reasonably be expected to have, individually or Encumbrances solely affecting the Excluded Assets). (b) Each Selling Entity has valid leasehold interests in the aggregate, Real Property Leases to which it is a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectivelysuch leasehold interests, the “LeasesSeller Properties”), free and clear, as of the Closing, of all Encumbrances (other than Permitted Encumbrances that do not materially impair Buyer’s rights therein and thereto, or use or occupancy thereof, from and after the Closing, or Encumbrances that will be released and discharged as of, and that will not be enforceable from and after, the Closing by virtue of the Confirmation Order, or Encumbrances solely affecting Real Property Leases included among the Excluded Assets), assuming the entry of the Confirmation Order and timely discharge of all Cure Payments and other obligations of the Selling Entities owing under or related to Seller Properties. (c) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable All tangible Acquired Company Assets (i) are in good operating condition and in full force a state of good maintenance and effectrepair, subject ordinary wear and tear excepted, (ii) are being operated and maintained in accordance with prescribed operating instructions necessary to proper authorization ensure the effectiveness of warranties and/or service plans, and execution (iii) were acquired and are adequate for use in the ordinary course of business. There are no defects or problems with any such tangible Acquired Assets, other than ordinary wear and tear. No Person other than the Selling Entities owns any equipment or assets used in the Business or situated on the premises of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or Selling Entity. The Selling Entities are in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(cpossession of all tangible Acquired Assets. (d) The Acquired Assets constitute all of the Company Disclosure Schedule property and assets necessary and sufficient to conduct, or except as would not have or would not reasonably be expected to haveused in, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense operations of the applicable Acquired Company’s interest therein. No Acquired Company is Business in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, accordance with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectSelling Entities’ past practices.

Title to Assets; Real Property. (ai) With respect Each of the Company and the Subsidiaries has good and valid title to all assets other than the Real Property, the Acquired Companies have good title to, or in the case of assets purported to be leased personal property owned by the Acquired CompaniesCompany and the Subsidiaries, lease free and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free clear of any liens mortgages, pledges, charges, liens, security interests or Encumbrances other encumbrances, except (other than Permitted Encumbrances). (bx) None of the Acquired Companies owns any Owned Real Property. (c) for those indicated in Section 4.7(c5.1(j)(i) of the Company Disclosure Schedule sets forth Letter, (y) statutory liens for the address payment of each Leased Real Property current taxes that are not yet delinquent and (z) immaterial encumbrances which do not interfere with the applicable Acquired Company use for which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectproperty is intended. The Company has made available to Parent true, correct and complete copies the Subsidiaries are in compliance in all material respects with leases of the Company and the Subsidiaries for personal property and all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties such leases of the Company and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding of its Subsidiaries are valid and enforceable against the applicable Acquired Company subsisting and in full force and effect. (ii) Neither the Company nor any of the Subsidiaries owns any real property. The Company and the Subsidiaries have a good and valid leasehold interest in each parcel of real property leased by the Company or the Subsidiaries (the “Leased Real Property”), each of which is listed on Section 5.1(j)(ii) of the Company Disclosure Letter. (x) The Company and the Subsidiaries have the right to use and occupy the Leased Real Property for the full term of the lease or sublease relating thereto subject to proper authorization the provisions of the respective lease agreements (pursuant to which the Company has no knowledge of any existing event or circumstance that could reasonably be expected to curtail such use or occupancy), (y) each lease or sublease relating to the Leased Real Property is valid, binding and execution enforceable in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application (regardless of whether such Lease by enforceability is considered in a proceeding in equity or at law)) and is in full force and effect with respect to the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except as would and the Company and the Subsidiaries have not have received notice of any default (with or would not reasonably be expected without notice or lapse of time, or both) with respect to haveany such lease or sublease, individually and (z) neither the Company nor any Subsidiary has assigned its interest under any such lease or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) sublease or sublet any part of the Company Disclosure Schedule premises covered thereby. There are no pending or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and threatened condemnation proceedings with respect to the Knowledge of personal property owned by the Company, no event has occurred Company and the Subsidiaries or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effect.Leased Real Property

Title to Assets; Real Property. (a) With respect to all assets other than the Real PropertyThe Acquiring Companies own, the Acquired Companies and have good good, valid and marketable title to, or or, in the case of leased assets, valid leasehold interests in or other rights to use, all tangible assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased them, in each case, that are material to the Acquired Acquiring Companies with respect to which taken as a whole. All of said assets are owned or, in the lease has expired since such date) free case of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of leased assets, leased by the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest Acquiring Companies, in each Leased Real Propertycase, free and clear of all Encumbrances other than Permitted any Encumbrances, except as would not have for Permitted Liens. Each of the Acquiring Companies has complied with the terms of all leases to real and personal property to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or would not reasonably failure to be expected to havein full force and effect that, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct not had and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to havehave a Parent Material Adverse Effect. The Acquiring Companies enjoy peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would has not have or had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Parent Material Adverse Effect. (b) Section 3.13(b) of the Parent Disclosure Schedule sets forth a true and complete list of (i) all real property owned by the Acquiring Companies and (ii) all real property leased for the benefit of the Acquiring Companies (c) All material items of equipment and other tangible assets owned by or leased to the Acquiring Companies are adequate for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Acquiring Companies in the manner in which such businesses are currently being conducted immediately prior to the Effective Time. The Acquiring Companies do not own and have not, since the Parent Lookback Date, owned any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Section 3.13(b) of the Parent Disclosure Schedule. (d) Nothing in this Section 3.13 relates to Intellectual Property, which is covered with respect to the Acquiring Companies solely by Section 3.08.

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth in the Real PropertyCommission Documents, the Acquired Companies have Company or one of its Subsidiaries has good and marketable title to, or or, in the case of assets purported to be leased by the Acquired Companiesproperties and assets, lease and have valid leasehold interest interests in, each all of the material items of tangible assets reflected as owned personal property used or leased by held for use in the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date business of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real PropertyCompany, free and clear of any and all Encumbrances other than Liens (except for Permitted EncumbrancesLiens), except where the failure to have such good and marketable title or valid leasehold interests as would not have or would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in the Commission Documents, all such items of tangible personal property that are material to the operation of the business of the Company are in reasonably good condition and in a state of reasonably good maintenance and repair and are suitable for the purposes used. As of the Business Combination Closing Date, neither the Company nor any of its Subsidiaries owns any real property. The Company or one of its Subsidiaries has made available a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Parent true, correct and complete copies of all leases, subleases or similar agreements Permitted Liens. With respect to each Contract (including all modifications, amendments, extensions, supplements, renewals, guaranties rent commencement notices, guarantees, waivers, side letters and other agreements with respect thereto) pursuant to which the Company uses, holds or occupies (collectivelyor have been granted an option to use, the “Leases”hold or occupy) for each any Leased Real Property. Each Property or is otherwise a party with respect to the Leased Real Property (each, a “Lease”), except as disclosed in the Commission Documents, (i) such Lease is legal, valid, binding and enforceable and in full force and effect against the Company or one of its Subsidiaries and, to the Company’s Knowledge, the other party thereto, subject to applicable Acquired Company bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law, and each such Lease is in full force and effect, subject (ii) the Company has not received or given any written notice of material default or breach under any Lease and, to proper authorization the Knowledge of the Company, the Company has not received oral notice of any default or breach that has not been cured; and execution (iii) there does not exist under any Lease any event or condition which, with notice or lapse of such Lease time or both, would become a default or breach by the Company or any of its Subsidiaries or, to the Company’s Knowledge, the other parties party thereto, except as in the case of clause (ii) and (iii), where such default or breach would not have or would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effect.

Title to Assets; Real Property. (aA) With respect to all assets other than The Company or one of the Real PropertyCompany Subsidiaries owns, the Acquired Companies have and has good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies Company or the Company Subsidiaries on the Most Recent Latest Balance Sheet (except for tangible assets sold or disposed of since that date in the date Ordinary Course of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such dateBusiness) free of any liens or Encumbrances (other than Permitted Encumbrances). The material properties and tangible assets owned or leased by the Company and the Company Subsidiaries are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted by the Company and the Company Subsidiaries. (bB) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(cPart 3.11(b) of the Company Disclosure Schedule sets forth lists each real property that is owned by the address Company or any Company Subsidiary as of each Leased Real Property and the applicable Acquired date of this Agreement (such property, together with any real property acquired by the Company after the date of this Agreement (which holds a leasehold interest will have been so acquired in such Leased compliance with Section 5.1), the "Owned Real Property"). The applicable Acquired Except as disclosed in Part 3.11(b) of the Company Disclosure Schedule, each of the Company and or a Company Subsidiary has a valid and binding leasehold interest in each Leased good title to the Owned Real Property, free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances. Except as set forth on Part 3.11(b) of the Company Disclosure Schedule, except as would not have (i) there are no outstanding Contracts for the sale of any of the Owned Real Property, (ii) there are no leases, subleases, licenses, concessions or would not reasonably be expected any other Contracts granting to haveany Person other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Owned Real Property or any portion thereof and (iii) there are no easements, covenants, rights-of-way and other similar restrictions of record, if any, that, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent truematerially impair, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to haveimpair materially, the continued use and operation of the Owned Real Property to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. Any reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any Owned Real Property are set forth in Part 3.11(b) of the Company Disclosure Schedule. There are no physical conditions or defects at any of the Owned Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. The present use of the land, buildings, structures and improvements on the Owned Real Property are, in all material respects, in conformity with all Legal Requirements, including all applicable zoning laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that do not, and would not, individually or in the aggregate, a reasonably be expected to materially interfere with the operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). Neither the Company Material Adverse Effectnor any of the Company Subsidiaries, as the case may be, has received any written notice of any material conflict or dispute with any Governmental Entity or other Person relating to any Owned Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). Except as disclosed As of the date hereof, there are no existing, or to the knowledge of the Company, any threatened or pending condemnation or eminent domain proceedings (or proceedings in Section 4.7(clieu thereof) affecting the Owned Real Property or any portion thereof. (C) Part 3.11(c) of the Company Disclosure Schedule lists each real property that is leased by the Company or any Company Subsidiary as of the date of this Agreement, pursuant to which the Company or such Company Subsidiary is required to pay a monthly rental in excess of $50,000 (such property, together with any such lease entered into by the Company or a Company Subsidiary after the date of this Agreement which will have been so acquired in compliance with Section 5.1, the "Leased Real Property"). Except as disclosed in Part 3.11(c) of the Company Disclosure Schedule, the Company or a Company Subsidiary holds a valid leasehold interest in the Leased Real Property free and clear of all Encumbrances, other than Permitted Encumbrances or Encumbrances encumbering a lessor's interest in the Leased Real Property incurred by the lessor. Each of the leases under which the Leased Real Property is held (A) is in full force and effect, and (B) is enforceable against the Company or the Company Subsidiaries and the other party or parties thereto, in A-18 accordance with its terms, except as would not have the same may be limited by (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. No material default exists under any lease under which the Leased Real Property is held to which the Company or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company Subsidiaries is in breach or default under any Lease, a party and to the Knowledge of the Company, no event has occurred or circumstance exists thatwhich, with the delivery giving of notice, the passage of time or both, would constitute is reasonably likely to result in such a breach default. Except as set forth on Part 3.11(c) of the Company Disclosure Schedule, there are no material subleases, licenses, concessions or defaultany other Contracts or agreements to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound granting to any Person or entity other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Leased Real Property or any portion thereof. Any material reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound with respect to any Leased Real Property are set forth in Part 3.11(c) of the Company Disclosure Schedule. There are no physical conditions or defects at any of the Leased Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. As of the date hereof, there are no existing, or to the knowledge of the Company, any threatened or pending condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Leased Real Property or any portion thereof. The present use of the land, buildings, structures and improvements on the Leased Real Property are, to the knowledge of the Company, in conformity with all Legal Requirements, including all applicable zoning laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that would not, individually or in the aggregate, reasonably be expected to the extent such breach or default would not have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of any conflict or dispute with any Governmental Entity or other Person relating to any Leased Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Leased Real Property as presently conducted (or as would be conducted at full capacity).

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies have good title to, or Except as has not resulted in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect, no Lease is (i) each Company Entity owns good and valid marketable title to, or in the case of leased assets, has valid, binding, enforceable and subsisting leasehold interests in, all assets (including personal property) used in the business of such Company Entity as currently conducted, free and clear of any Lien thereon (except for any Permitted Lien), and (ii) each Company Entity’s assets (including Company Real Property), except for obsolescence in the Ordinary Course of Business, are in good condition, repair and operating condition (subject to any sublease ordinary wear and tear), have been maintained, repaired and refurbished in the Ordinary Course of Business and are useable or sublicense saleable in the Ordinary Course of Business. (b) Section 3.12(b) of the Company Disclosure Schedule lists the physical address of each parcel of real property owned in fee simple by any Company Entity (together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, collectively, the “Company Owned Real Property”). The applicable Acquired Company’s Company Entity owns good, valid and marketable fee simple title to each parcel of Company Owned Real Property, free and clear of any Lien thereon (except for any Permitted Lien). The current use of the Company Owned Real Property by the Company Entities does not breach in any material respect any restrictive covenants or easements of records or any unrecorded agreements or encumbrances affecting the Company Owned Real Property. (c) Section 3.12(c) of the Company Disclosure Schedule lists the physical addresses of each real property leased, subleased, sub-subleased, licensed or otherwise occupied, or used, by a Company Entity (the “Company Leased Real Property” and, together with the Company Owned Real Property, collectively, the “Company Real Property”), for which true, correct and complete copies of any and all material leases, subleases, sub-subleases, licenses, occupancy agreements, purchase options, lease guaranties, and related agreements and documents thereunder, and all material amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”) have been made available. The applicable Company Entity has a valid, binding and enforceable leasehold interest thereinunder each of the Company Real Property Leases, and enjoys possession of the relevant Company Leased Real Property, in each case, free and clear of any Lien thereon (except for any Permitted Lien), and each of the Company Real Property Leases is in full force and effect. No Acquired security deposit or portion thereof deposited with respect to such Company is Real Property Lease has been applied in respect of a breach or default under such Company Real Property Lease which has not been redeposited in full within the time period provided in such Company Real Property Lease. With respect to any material Company Leased Real Property, (i) any leasehold interest in the Company Leased Real Property is not encumbered by a leasehold mortgage or by any subtenancy or other right to occupy or use any portion of the Company Leased Real Property or the Improvements (as defined below) or personal property thereon, (ii) the Company has not received written notice from any other Person of any default in the performance of any obligations under any of the Company Real Property Leases or from any subtenant with respect to any sublease and (iii) to the Company’s Knowledge, there has been no act or omission or other circumstance that, if uncured, would ripen into a breach or default by the Company or any other Person under the terms of any of the Company Real Property Leases or any sublease to which the Company is a party. As of the date hereof, no party to any material Company Real Property Lease has exercised any termination rights with respect thereto or given any notice to any landlord under any Company Real Property Lease indicating it will not be exercising any extension or renewal options under such Company Real Property Lease. (d) The Company Real Property constitutes all of the real property used in the businesses of the Company Entities as currently conducted. (e) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (i) there are currently in effect such insurance policies for the Company Real Property as are customarily maintained with respect to similar properties, (ii) all premiums due on such insurance policies have been paid by the applicable Company Entity, (iii) none of the Company Entities have received any written notice or request from any insurance company requesting the performance of any work or alteration with respect to the Company Real Property or any portion thereof and, to the Company’s Knowledge, no such notice or request has been threatened and (iv) none of the Company Entities has received any written notice from any insurance company concerning, and none of the Company Entities is aware of, any defects or inadequacies in the Company Real Property that, if not corrected, would result in the termination of insurance coverage or increase its cost. (f) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect: (i) (A) there is no Action pending or, to the Knowledge Company’s Knowledge, threatened with respect to the appropriation, condemnation or exercise of eminent domain with respect to any Company Real Property, (B) there is no Action pending, initiated by or on behalf of any Company Entity to change or redefine the zoning or land use classification of any Company Real Property, and no Company Entity has received notice thereof, and (C) there are no sales or other dispositions of such Company Real Property or any part thereof in lieu of any such Actions; (ii) there are no leases, subleases, licenses, occupancy agreements, options, rights of first offer or rights of first refusal to purchase or other agreements or arrangements to which any Company Entity is a party granting to any Person the right to use, occupy or otherwise obtain a real property interest in all or any portion of the CompanyCompany Real Property or interest therein, no event Company Entity has leased or otherwise granted to any Person the right to use or occupy any Company Real Property or any portion thereof and there are no other parties other than a Company Entity occupying the Company Real Property; (iii) no Company Entity is a party to any agreement or option to purchase or dispose of any real property or interest therein; (iv) the Company Real Property is in compliance with all applicable Laws related to the business currently being conducted on such Company Real Property and the Company Entities have all certificates of occupancy and Permits of any Governmental Authority necessary for the current use and operation of each parcel of Company Real Property; (v) none of the Company Entities has vacated or abandoned any of the Company Leased Real Properties nor given notice of its intent to do the same; (vi) the present use of the land, buildings, structures and improvements on the Company Real Property complies with all applicable Laws, including all applicable zoning Laws and with all registered deeds, restrictions of record, any restrictive covenants or easements of records, any unrecorded agreements or encumbrances affecting or other agreements affecting such Company Real Property, and there is no proposed change therein that would so affect any of the Company Real Property or its use and the Company has no knowledge of any violation thereof; (vii) there exists no conflict or dispute with any Governmental Authority or any other Person relating to any Company Real Property or the activities thereon; (viii) all improvements, buildings, structures, fixtures, building systems and equipment included in the Company Real Property (the “Improvements”) have been maintained in the Ordinary Course of Business and are in satisfactory condition and repair in all material respects; (ix) no damage or destruction has occurred or circumstance exists thatwith respect to any of the Company Real Property that would not be covered by an enforceable insurance policy; (x) each Company Entity is in compliance with all Liens affecting the Company Real Property, and no Company Entity has received any written notice alleging any default under any of such Liens and there has not occurred any event that with the delivery lapse of time or the giving of notice, the passage of time or both, would constitute such a breach default under any such Liens; (xi) except as provided by the Company Real Property Leases, and other than the right of Parent pursuant to this Agreement, there are no outstanding Contracts, commitments, options, rights of reverter, rights of first offer or defaultrights of first refusal (A) to which any Company Entity is a party or (B) to which any landlord or sub-landlord, except as applicable, is a party, in each case, granted to third parties to purchase or lease any Company Real Property, or any portion thereof or interest therein and the extent such breach consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire or default would not have a ground lease any of the Company Material Adverse EffectOwned Real Property; (xii) all Company Real Property and Improvements, and all components thereof, are in satisfactory condition and repair; and (xiii) there are no current construction or capital improvement projects on or with respect to any Company Real Property or Improvements.

Title to Assets; Real Property. (a) With respect Neither the Company nor the Operating Subsidiary owns or directly or indirectly holds the right to all assets other than acquire any interest in any real property except for the Real Property, the Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances).26 (b) None Section 3.10(b) of the Acquired Companies owns any Owned Disclosure Schedules lists the street address of each parcel of Real Property., and includes a true, correct, and complete list, as of the date of this Agreement, of all leases for each parcel of Real Property, together with all modifications, amendments, supplements and other agreement related to the use and occupancy thereof (collectively, “Leases”), including the identification of the lessee and lessor thereunder. The Operating Subsidiary is currently in possession of all of the Real Property and has not sublet, licensed or otherwise granted to any third party the right to use or occupy the Real Property or any portion thereof. Seller has previously made available to Buyer in the Data Room any and all existing title insurance policies, title reports, surveys, inspection and maintenance reports, occupancy permits, zoning 27 (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company Seller has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected delivered to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Buyer true, correct and complete copies of all leases, subleases Leases and all existing estoppels and non-disturbance agreements related thereto. No Lease has been amended or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect theretomodified except as listed in Section 3.10(b) (collectively, of the “Leases”) for each Leased Real PropertyDisclosure Schedules. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and The Leases are in full force and effecteffect and are legal, subject valid and binding agreements enforceable against the parties thereto in accordance with their terms. The Company and the Operating Subsidiary have performed in all material respects all obligations required to proper authorization and execution of such be performed by it under each Lease. To the Seller’s Knowledge, no party to any Lease by the (other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of than the Company Disclosure Schedule or except as would not have the Operating Subsidiary) is (with or would not reasonably be expected to have, individually without the lapse of time or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease giving of notice or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is both) in breach or default in the payment of any amount or in the performance of any other obligation thereunder. To Seller’s Knowledge, there are no disputes with any lessor under any Lease and no party to any Lease has delivered a written demand for early termination thereof. The Company and the Operating Subsidiary have not received any notice of any uncured breach or violation of any provision of any Lease, nor has the Company or the Operating Subsidiary given any notice of any uncured breach or violation of any provision of any Lease to any other party under any Lease, and to the Knowledge . The only consent or approval of the Company, no event has occurred or circumstance exists that, any Person in connection with the delivery of notice, Leases is the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectRequired Consent.

Title to Assets; Real Property. (a) With respect Except as would not reasonably be expected to all assets other than the Real Propertyhave a Company Material Adverse Effect, the Acquired Companies Company and its Subsidiaries have good and valid title to, or in the case a valid right to use, their personal property, free and clear of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or all Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns The Company and its Subsidiaries do not own any Owned Real Propertyreal property. (c) Section 4.7(c4.16(c) of the Company Disclosure Schedule sets forth forth, as of the date of this Agreement, the street address of each Leased Real Property the properties that are leased and subleased by the applicable Acquired Company which holds a leasehold interest in or any of its Subsidiaries (any such leased or subleased real property, the “Leased Real Property,” and any such lease or sublease, a “Company Lease”) as lessee, sublessee or sublessor. The applicable Acquired Except as would not reasonably be expected to have a Company has Material Adverse Effect, (i) each Company Lease (A) constitutes a valid and binding obligation of the Company or a Subsidiary of the Company party thereto and (B) assuming such Company Lease is a valid and binding obligation of, and enforceable against, the other parties thereto, is enforceable against the Company or the Subsidiary of the Company that is a party thereto, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (ii) none of the Company or its Subsidiaries is in breach or default under any Company Lease and (iii) the Company or one of its Subsidiaries has valid leasehold interest estates in each all Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effect.

Title to Assets; Real Property. The Acquired Corporations have title to or contractual rights to use all of the material Assets. All Assets owned by the Acquired Corporations are held free and clear of any material liens or restrictions that would preclude their current use, except: (a) With respect to all assets other than the Real Property, the Acquired Companies have good title to, or liens of current taxes and assessments not yet delinquent; (b) liens imposed by law and incurred in the case ordinary course of assets purported business for obligations not yet due to be leased by materialmen, warehousemen and the like; and (c) matters disclosed in Section 3.9 of the Company’s Disclosure Schedule. The Acquired Companies, lease Corporations do not own any real property and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) interests in their Leased Premises. Section 4.7(c) 3.9 of the Company Disclosure Schedule sets forth all leases pursuant to which facilities are leased, occupied or used by any Acquired Corporation (as lessee). To the address knowledge of Holdings and each of the Acquired Corporations, each Acquired Corporation has complied in all material respects with the terms of all leases for the Leased Real Property Premises, and all such leases are in full force and effect. The Acquired Corporations’ offices, facilities and other structures and the Acquired Corporations’ personal property are adequate for the conduct of the business of such Persons and, to the Company’s and other Acquired Corporations’ knowledge, there are no applicable Acquired Company which holds a leasehold interest in such Leased Real Propertyadverse zoning, building or land use codes or rules, ordinances, regulations or other restrictions relating to zoning or land use that currently or may prospectively prevent, or cause the imposition of material fines or penalties as the result of, the use of all or any portion of the real property for the conduct of the business as presently conducted. The applicable Acquired Company Corporations has a valid and binding leasehold interest in each Leased Real Property, free and clear received all necessary approvals with regard to occupancy of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectreal property occupied by the Acquired Corporations. The Company has made available Acquired Corporations have delivered to Parent true, correct true and complete copies of all leases, subleases subleases, rental agreements, contracts for sale, tenancies or similar agreements (including all amendments, extensions, renewals, guaranties licenses requiring the payment of more than $25,000 in aggregate and other agreements with respect thereto) (collectively, relating to the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding real property and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution personal property of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectCorporations.

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth in Section 3.17(a) of the Real PropertySeller Disclosure Letter, the Acquired Companies have Company has good and valid title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest interests in, each all of the material Company’s personal tangible and intangible property and assets reflected as owned (excluding for purposes of this Section 3.17, Company Intellectual Property which is the subject of Section 3.18) used, or leased by held for use, in connection with the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real PropertyBusiness, free and clear of all Encumbrances Liens, other than Permitted EncumbrancesLiens, except as would not have for such nonmaterial properties and nonmaterial assets that are no longer used or would not reasonably be expected to have, individually or useful in the aggregate, a Company Material Adverse Effect. conduct of the Business. (b) The Company (i) has made available good and marketable title to Parent truethe Owned Real Property, correct and complete copies (ii) has the right to the quiet enjoyment of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against for the full term of the applicable Acquired Company lease, sublease, license or occupancy agreement and is not in full force material default thereof, in each case free and effect, clear of any Liens and subject only to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPermitted Liens. Except as disclosed in Section 4.7(c3.17(b) of the Seller Disclosure Letter sets forth an accurate legal description of the Land. (c) Except as set forth in Section 3.17(c) of the Seller Disclosure Letter, neither the whole nor any portion of the Owned Real Property material to the conduct of the Business is currently being condemned, expropriated or otherwise taken by any public authority with or without payment or compensation therefor, nor to the knowledge of the Company has any such condemnation, expropriation or taking been proposed. (d) Except as set forth in Section 3.17(d) of the Seller Disclosure Schedule or except as would not have or would not reasonably be expected Letter, the Company has obtained all appropriate easements, licenses and rights of way required to have, individually or use the Owned Real Property and the Leased Real Property in the aggregate, a Company Material Adverse Effect, no Lease manner in which the Owned Real Property and Leased Real Property is subject to any sublease or sublicense currently being used and the operation of the applicable Acquired Company’s interest thereinBusiness as currently conducted thereon does not violate or breach in any material respect and such easement, license or right of way. No Acquired Company is in breach or default under any Lease, and to the Knowledge Section 3.17(d) of the Company, no event has occurred or circumstance exists that, with the delivery Seller Disclosure Letter correctly and accurately sets forth a complete list of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effectall Leased Real Property.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the The Acquired Companies have good title to, or in the case of assets purported to be leased by any of the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by any of the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to any of the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) Section 4.7(b) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date hereof, of all real property leases to which any of the Acquired Companies is a party (the “Leases”) including as of the date hereof the street address of each parcel and the identity of the lessor, lessee and current occupant (if different from lessee) of each Leased Real Property. The Company has made available to Parent complete and accurate copies of each of the Leases. The Leases are in full force and effect, subject to proper authorization and execution of such Leases by the other parties thereto, and, to the Knowledge of the Company, the Acquired Companies hold good and subsisting leasehold interests in the Leased Real Property, free and clear of all subtenancies and other occupancy rights and Encumbrances, other than Permitted Encumbrances. To the Knowledge of the Company, no default or breach by any of the Acquired Companies, nor any event with respect to any of the Acquired Companies that with notice or the passage of time would result in a default or breach, exists under any Lease. None of the Acquired Companies owns has received written notice of any Owned Real Propertydefault or breach by any of the Acquired Companies under any Lease that remains uncured. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased all Owned Real Property. The applicable Acquired Company has a valid and binding leasehold interest in With respect to each Leased parcel of Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except the Person identified as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution owner of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed Owned Real Property in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to havehas good and indefeasible fee simple title, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to free and clear of all Encumbrances and possessory interests of any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effectother Person (other than Permitted Encumbrances).

Title to Assets; Real Property. (a) With respect The Acquired Companies own, and have good, valid and marketable title to, or, in the case of leased assets, valid leasehold interests in or other rights to use, all tangible assets other than the Real Propertypurported to be owned or leased by them, in each case, that are material to the Acquired Companies have good title totaken as a whole. All of said assets are owned, or in the case of assets purported to be leased assets, leased by the Acquired Companies, lease in each case, free and have valid leasehold interest inclear of any Encumbrances, each except for Permitted Liens. Each of the material tangible assets reflected as owned or leased by the Acquired Companies on has complied with the Most Recent Balance Sheet (terms of all leases to real and personal property to which it is a party, and all such leases are in full force and effect, except for tangible assets sold any such noncompliance or disposed of since failure to be in full force and effect that, individually or in the date of the Most Recent Balance Sheet aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Acquired Companies enjoy peaceful and undisturbed possession under all such leases, except for tangible assets being leased any such failure to do so that, individually or in the Acquired Companies with respect aggregate, has not had and would not reasonably be expected to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances).have a Company Material Adverse Effect (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c2.13(b) of the Company Disclosure Schedule sets forth a true and complete list of (i) all real property owned by the address Acquired Companies and (ii) all real property leased for the benefit of each Leased Real Property the Acquired Companies (c) All material items of equipment and other tangible assets owned by or leased to the applicable Acquired Company Companies are adequate for the uses to which holds a leasehold they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Acquired Companies in the manner in which such businesses are currently being conducted immediately prior to the Effective Time. The Acquired Companies do not own and have never owned any real property or any interest in such Leased Real Propertyreal property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c2.13(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected sets forth a complete and accurate list of all real property leases to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired which Company is a party. (d) Nothing in breach or default under any Leasethis Section 2.13 relates to Intellectual Property, and which is covered with respect to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectAcquired Companies solely by Section 2.08.

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth in Section 4.09(a) of the Real PropertyDisclosure Schedules, the Acquired Companies have Company has good and valid title to, or a valid leasehold, in, all Real Property and personal property and other assets reflected in the case of assets purported to be leased by Audited Financial Statements or acquired after the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible Date, other than properties and assets sold or otherwise disposed of in the Ordinary Course of Business since the date Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for (i) Permitted Encumbrances, (ii) zoning, entitlement, conservation restriction and other land use and environmental regulations affecting any of the Most Recent Balance Sheet property and except assets which do not materially interfere, individually or in the aggregate, with the use or occupancy of the property or assets as currently used and/or occupied, (iii) Encumbrance of the lessor arising under the Amended Real Estate Leases for tangible assets being leased to the Acquired Companies with respect to which Leased Real Property, or (iv) as disclosed in Section 4.09(a) of the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances)Disclosure Schedules. (b) None Except as set forth in Section 4.09(b) of the Acquired Companies owns Disclosure Schedules, the Company does not own and has not ever owned any Owned Real Property, and the Company does not own and has not ever owned any interest in Real Property. (c) Section 4.7(c4.09(c) of the Company Disclosure Schedule Schedules sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear a true and complete list of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements Leases (including all amendments, extensions, renewals, guaranties guaranties, and other agreements with respect thereto) for each such Leased Real Property (collectivelyincluding the date and name of the parties to such Lease). After giving effect to the Closing, the “Leases”) for each Amended Real Estate Leases will constitute all Leases covering the Leased Real Property. Each Seller has delivered or made available to Purchaser a true and complete copy of each such Lease document. None of the Leased Real Property is leased pursuant to an oral lease. Except as set forth in Section 4.09(c) of the Disclosure Schedules, with respect to each of the Amended Real Estate Leases (assuming the Closing has occurred): (i) such Lease is legal, valid, binding and enforceable against the applicable Acquired Company binding, enforceable, and in full force and effect, subject to proper authorization the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and execution subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or at Law), and has not been modified, supplemented, or amended in any way, and represents the entire agreement of the parties with respect to the subject Leased Real Property described therein; (ii) the consummation of the transactions contemplated by this Agreement do not require the consent of any party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease by to cease to be legal, valid, binding, enforceable, and in full force and effect, on identical terms following the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in Closing; (iii) the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to Seller’s Knowledge, there are no disputes with respect to such Lease; (iv) neither the Company Disclosure Schedule or except as would not have or would not reasonably be expected nor, to haveSeller’s Knowledge, individually or in any other party to the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any such Lease, and and, to the Knowledge of the CompanySeller’s Knowledge, no event has occurred or circumstance exists thatwhich, with the delivery of notice, the passage of time time, or both, would constitute such a breach or default, except or permit the termination, modification, or acceleration of rent under any of the Amended Real Estate Leases; (v) no security deposit or portion thereof deposited with respect to the extent such Lease has been applied in respect of a breach or default would under such Lease; (vi) the Company does not owe or will in the future, owe any brokerage commissions or finder’s fees with respect to any Lease; (vii) other than pursuant to the Permitted Encumbrances, the Company has not subleased, licensed, or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (viii) the Company has not collaterally assigned or granted any other security interest in any of the Leases of the Leased Real Property or any interest therein; (ix) except for liens of the landlord specifically identified in the Leases or allowed by statute, and for Permitted Encumbrances, there are no liens or encumbrances on the estate or interest created by any of the Leases of the Leased Real Property; and (x) there are no commitments or agreements affecting any of the Leases of the Leased Real Property that are known to the Company that have not been disclosed to Purchaser. (d) Section 4.09(d) of the Disclosure Schedules sets forth a description of all material Leasehold Improvements of the Company. The Company has good and marketable title to the Leasehold Improvements, free and clear of all liens and encumbrances, except Permitted Encumbrances or as disclosed in Section 4.09(d) of the Disclosure Schedules. Except for Permitted Encumbrances, there are no outstanding options, rights of first offer, or rights of first refusal to purchase any such Leasehold Improvements or any portion thereof or interest therein. (e) The Leased Real Property identified in Section 4.09(c) of the Disclosure Schedules and the Leasehold Improvements identified in Section 4.09(d) of the Disclosure Schedules comprise all of the Real Property currently used in, intended to be used in or otherwise related to the business currently conducted by the Company. (f) To Seller’s Knowledge, all Leasehold Improvements have been constructed in a good and workmanlike manner and of good quality materials and are in good condition and repair, ordinary wear and tear excepted, and sufficient for the operation of the business as currently conducted by the Company. Without limiting the foregoing, there is no expense of $10,000 or more anticipated to be incurred, within 90 days following Closing, by the Company with respect to any individual incident requiring the repair or replacement of any of the Leasehold Improvements. There are no structural deficiencies or, to Seller’s Knowledge, latent defects affecting any of the Leasehold Improvements and there are no facts or conditions affecting any of the Leasehold 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 as currently conducted by the Company. No Leasehold Improvements encroach on real property owned or leased by a Person other than the Company. (g) Except for Permitted Encumbrances, there is no condemnation, expropriation, rezoning or other proceeding in eminent domain pending or, to Seller’s Knowledge, threatened or affecting any Real Property or any portion thereof or interest therein. Except for Permitted Encumbrances, there is no special assessment, injunction, decree, order, writ, or judgment outstanding, nor any claims, litigation, administrative actions, or similar proceedings pending or, to Seller’s Knowledge, threatened, relating to the ownership, lease, use, or occupancy of the Real Property or any portion thereof, or the operation of the business as currently conducted by the Company. Except for Permitted Encumbrances, to Seller’s Knowledge, there are no existing, proposed or contemplated plans to widen, modify or realign any street or highway which affects the size of, use of or any setbacks on the Real Property or Leasehold Improvements. (h) Except for Permitted Encumbrances, (i) the Real Property is in compliance with all applicable building, construction, operation, zoning, subdivision, health and safety, and other land use Laws, including, without limitation, the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”), and, (ii) the current use or occupancy of the Real Property or operation of the business as currently conducted by the Company thereon does not violate any Real Property Laws. The Company has not received any notice of violation of any Real Property Law, and to Seller’s Knowledge and there is no basis for the issuance of any such notice or the taking of any action for such violation. Except for Permitted Encumbrances, there is no pending or, to Seller’s Knowledge, anticipated change in any Real Property Law that will have a Company Material Adverse Effectmaterial adverse effect on the ownership, lease, use, or occupancy of any Real Property or any portion thereof in the continued operation of the business as currently conducted by the Company. (i) Each parcel of Real Property has direct access to a public street adjoining the Real Property, and such access is not dependent on any land or other real property interest which is not included in the Real Property. No portion of the Leasehold Improvements is dependent for its access, use, or operation on any land, building, improvement, or other real property interest which is not included in the Real Property. (j) Except for Permitted Encumbrances, (i) all water, gas, electrical, compressed air, telecommunications, sewer, storm, and waste water systems and other utility services or systems required by law or normal operation of the Real Property have been installed with valid permits and are operational and in good working order, ordinary wear and tear excepted, and sufficient for the operation of the business, and (ii) all hook-up fees or other similar fees or charges have been paid in full. Each such utility service enters the Real Property from an adjoining public street or valid private easement in favor of the supplier of such utility service or appurtenant to such Real Property, and is not dependent for its access, use, or operation on any land, building, improvement, or other real property interest which is not included in the Real Property.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the The Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest interests in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) ), free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Propertyreal property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has made available to Parent a correct and complete copy of each lease, sublease or other use or occupancy agreement (including all written and legally binding amendments/modifications, non-disturbance agreements and guaranties with respect thereto) with respect to each Leased Real Property and, as of the date hereof, each such lease or sublease for a Leased Real Property is valid and binding leasehold interest on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in each Leased Real Property, free full force and clear of all Encumbrances other than Permitted Encumbranceseffect, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would not have constitute a breach or default under the provisions of any such lease or sublease, except in each case for those violations, commitments, failures to act, and defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect and, as of the date hereof, to the Knowledge of the Company, no Acquired Company has received written notice of any of the foregoing. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Property listed on Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense constitutes all of the applicable real property and improvements used and occupied by the Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and Companies necessary to conduct the Knowledge business of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectAcquired Companies as is presently conducted.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the The Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have good and valid leasehold interest in, each of the material tangible and real property assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances Liens (other than Permitted EncumbrancesLiens). (b) None of the Acquired Companies owns or has ever owned any Owned Real Property. (c) real property. None of the Acquired Companies is party to any Contract to purchase any real property or interest therein. Section 4.7(c3.7(b) of the Company Disclosure Schedule sets forth the address a true, complete and correct list (by address, date and parties thereto) of all leases, licenses and occupancy rights, including all amendments, modifications and agreements related thereto and an accurate description of each Leased Real Property and oral lease (each, a “Lease”) of real property (such real property, the applicable Acquired Company which holds a leasehold interest in such “Leased Real Property. The applicable ”) pursuant to which any of the Acquired Company has Companies is a valid and binding leasehold interest in each Leased Real Property, free and clear tenant as of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdate of this Agreement. The Company has made available a copy of each Lease to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real PropertyParent. Each Lease is legal, valid, valid and binding and enforceable against the applicable Acquired Company and in full force and effecteffect on the Acquired Company party thereto, enforceable in accordance with its terms, subject to proper authorization the Bankruptcy and execution Equity Exception. Each of such Lease by the Acquired Companies and, to the Company’s Knowledge, each of the other parties thereto, except as would not have or would not reasonably has performed in all material respects all obligations required to be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default performed by it under any each Lease, and the Acquired Companies have no present expectation or intention of not fully performing on a timely basis all obligations required to be performed by such Acquired Company under such Lease, whether as a result of COVID-19 or otherwise, and none of the Acquired Companies nor, to the Knowledge of the Company, no any other party to such Lease is in breach or default under such Lease, nor has any event has occurred or nor any circumstance exists thatexist, which, with the passage of time, delivery of notice, the passage of time notice or both, would constitute such a breach or defaultdefault or permit the termination, except modification, or acceleration of rent under any Lease, by any of the Acquired Companies or, to the Knowledge of the Company, any other party to such Lease. There are no written or oral subleases, assignments, concessions or other Contracts granting to any Person other than the relevant Acquired Company the right to use or occupy any Leased Real Property, and there is no Person, other than the applicable Acquired Company, in possession of any of the Leased Real Property. No Acquired Company has received notice of, and the Company has no Knowledge that, any other party intends to cancel, terminate, breach, or attempt to alter the terms of any such Lease, or not to exercise any option to renew thereunder. No Acquired Company has received any written notice from any Governmental Entity alleging a violation of any Laws or restrictive covenants with respect to any of the Leased Real Property or the relevant Acquired Company’s use thereof. To the Company’s Knowledge, the current use of any Leased Real Property by the applicable Acquired Company is not in violation of any Laws or restrictive covenants. (c) There are no condemnation, expropriation or other proceedings in eminent domain or zoning, building code or other moratorium proceeding pending or, to the Company’s Knowledge, threatened, affecting all or any portion of the Leased Real Property. There have been no special assessments filed or, to the Knowledge of the Company, proposed against the Leased Real Property or any portion thereof. The Transactions and the documents to be delivered at or before Closing do not require the consent of any other party relating to the Leased Real Property, including from landlords under a Lease, whether as a deemed “assignment” or otherwise, will not result in a breach of or default under any Lease, will not give rise to any termination or recapture rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. The applicable Acquired Company’s possession and quiet enjoyment of the Leased Real Property has not been disturbed and there are no disputes with respect to Leased Real Property or proceedings by the relevant Acquired Company against a lessor under a Lease alleging such lessor is in default or committed a breach under such Lease. No security deposit or portion thereof deposited with respect to any Leases has been applied which has not been re-deposited in full. (d) The Leased Real Property comprises all of the real property used in the business and operations of the Acquired Companies and all of the real property necessary and sufficient for the conduct of the Acquired Companies’ businesses as currently conducted. None of the Leased Real Property has been damaged or destroyed by fire or other casualty that has not been restored. All of the Leased Real Properties have legal access and are supplied with utilities necessary for the operation thereof as the same are currently operated or currently proposed to be operated, in each case, to the extent such breach or default would not have a Company Material Adverse Effectnecessary for the conduct of the Acquired Companies’ business. The buildings and other improvements constituting the Leased Real Property are in good condition and repair (ordinary wear and tear excepted) and in compliance with applicable Laws in all material respects and are fit for use in the ordinary course of business as the same are currently operated.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired The RSG Companies have good and valid title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each all Real Property and tangible personal property and other assets reflected in the Financial Statements or acquired after the Interim Balance Sheet Date, other than the Real Property and assets sold or otherwise disposed of in the ordinary course of business since the Interim Balance Sheet Date. All such Real Property and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”), none of which materially interfere with the use and operation of such Real Property in the ordinary course of business: i. those items set forth in Section 3.11(a) of the material tangible Disclosure Schedules; ii. liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures; iii. mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business; iv. easements, rights of way, restrictive covenants, rules, zoning ordinances and other similar encumbrances affecting Real Property; or v. liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business. (b) Neither of the RSG Companies owns any Real Property. Section 3.11(b) of the Disclosure Schedules lists all the Real Property leases of the RSG Companies (collectively, “Real Property Leases”), including the street address of each parcel of leased Real Property. Correct and complete copies of all Real Property Leases that have not expired or been terminated as of the date hereof have been made available to Buyers. Each Real Property Lease is in full force and effect and constitutes the valid and legally binding obligation of one of the RSG Companies, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Real Property Lease either by the RSG Companies or, to the Knowledge of Seller, by any other party thereto. There does not exist, to the Knowledge of Seller, any pending or threatened condemnation or eminent domain proceedings that affect any Real Property, and neither of the RSG Companies have received any written notice of the intention of any Governmental Authority or other Person to take or use in contravention of the RSG Companies’ rights under the Real Property Leases. The Real Property constitutes all of the Real Property utilized by the RSG Companies in the operation of the RSG Companies’ business except for Seller’s distribution center located in Indianapolis, Indiana. (c) The assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real PropertyRSG Companies, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of Seller, have no known material defects and are in adequate working condition and in a state of good maintenance and repair, ordinary wear and tear excepted. All of the Companyassets and Real Property owned or leased by the RSG Companies constitute all of the assets and Real Property necessary and sufficient to conduct the operations of the Business in the same manner as it is currently conducted as of the date hereof except for Seller’s distribution center located in Indianapolis, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectIndiana.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies a. The Company and its Subsidiaries have good and valid title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each all Real Property and tangible personal property and other assets used in the operation of the material tangible Business, including those reflected in the Balance Sheet or acquired after the Balance Sheet Date, other than inventory sold or otherwise disposed of in the ordinary course of business since such date. The assets reflected as owned or leased by the Acquired Companies Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on the Most Recent Balance Sheet their respective businesses as currently conducted. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for tangible assets sold the following (collectively referred to as “Permitted Encumbrances”): i. those items set forth in Section 3.11(a) of the Disclosure Schedules; ii. liens for Taxes not yet due and payable or disposed being contested in good faith by appropriate procedures and, with respect to any such liens being contested in good faith, for which adequate reserves have been established in the books and records of since the Company and its Subsidiaries; iii. mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business that are not yet due and payable, or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company or any Subsidiary, and, with respect to any such liens being contested in good faith, for which adequate reserves have been established in the books and records of the Company and its Subsidiaries; iv. easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property that are imposed by Governmental Authorities, other than those which materially and adversely impact the present use of such real property by, or the prevent the operation of the business of, the Company and its Subsidiaries; v. other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; or vi. other imperfections of title or Encumbrances of public record, if any, that do not materially impair the value of or continued use and operation of the properties or assets. b. Section 3.11(b) of the Disclosure Schedules lists the street address of each parcel of leased Real Property, and a list, as of the date of this Agreement, of all leases for each parcel of leased Real Property (collectively, “Leases”), including the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None identification of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) lessee and lessor thereunder. Each of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a its Subsidiaries has good and marketable leasehold interest in title to all such Leased leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest , in each Leased Real Propertycase, free and clear of all Encumbrances other than except Permitted Encumbrances. No parcel of such leased Real Property is subject to any governmental decree or order to be sold or is being condemned, except as would not have expropriated, re-zoned or would not reasonably be expected otherwise taken by any public authority with or without payment of compensation therefore, nor, to havethe knowledge of the Sellers, individually has any such condemnation, expropriation or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. taking been proposed. c. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization effect and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or material default under any LeaseLease either by the Company or its Subsidiaries, or to Sellers’ Knowledge, by any other party thereto, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage lapse of time or the giving of notice or both, would constitute a material default thereunder by the Company or any of its Subsidiaries, or to Sellers’ Knowledge, by any other party thereto. i. Except as set forth in Section 3.11(d) of the Disclosure Schedules, there are no subleases, licenses, concessions or other written agreements granting to any party the right of use or occupancy of any portion of the Real Property or any right of first refusal, options to purchase or other similar rights to purchase any Real Property or any portion thereof or interest therein. i. None of the Company nor any of its Subsidiaries own, nor have they ever owned, any Real Property. i. Intellectual Property i. Schedule 3.12(a) sets forth a list of the following Intellectual Property, both United States and foreign, that is owned by the Company or its Subsidiaries, along with (1) the record owner of each such item of Intellectual Property, (2) the jurisdiction in which each such item of Intellectual Property has been registered or filed, and (3) the applicable registration, application or serial number or similar identifier: (i) all patents and pending patent applications; (ii) all trademark registrations, Internet domain name registrations and social media identifiers, and pending trademark applications; and (iii) all copyright registrations. For purposes of this Agreement, the term “Company Registered Intellectual Property” shall mean the items described in clauses (i), (ii) and (iii) above, collectively. In addition, Schedule 3.12(a) sets out a breach list of all material copyright works of proprietary software or defaultsoftware code and related documentation, except to invention disclosure statements, and trademarks and service marks which are not the extent such breach subject of a pending application or default would not have a registration, in each instance, constituting Company Material Adverse EffectIntellectual Property owned by the Company or its Subsidiaries.

Title to Assets; Real Property. (a) With respect to all assets other than Except as set forth on Schedule 3.14(a) of the Real PropertyCABF Disclosure Schedule, as of the Acquired Companies date of this Agreement, CABF or one of its Subsidiaries has, and as of the Closing, CABF or one of its Subsidiaries will have good and marketable title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each easement or right to use all of its assets and properties, including those reflected on the material tangible assets reflected Interim Balance Sheet as being owned or leased by the Acquired Companies on the Most Recent Balance Sheet leased, as applicable (except for tangible assets sold or otherwise disposed of or leases that have expired since the date of the Most Recent Interim Balance Sheet Date in the ordinary course of business), and except for tangible none of such properties or assets being leased is subject to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (Liens other than Permitted Encumbrances)Liens. All such properties and assets are in good operating condition and repair, ordinary wear and tear expected, and, in all material respects, are fit for the uses to which they are being put. (b) None Schedule 3.14(b) of the Acquired Companies owns CABF Disclosure Schedule sets forth a true, correct and complete list of all real property owned by CABF or one of its Subsidiaries other than “real estate owned” (“OREO”) acquired as a result of debts previously contracted or exercising remedies under loans held by CABF or one of its Subsidiaries and which are not used for the operations of CABF (together with any buildings, structures, fixtures or other improvements thereon, the “Owned Real Property”). CABF or one of its Subsidiaries has, and as of the Closing will have, good, marketable and insurable fee simple title interest in and to all Owned Real Property. (c) Section 4.7(cSchedule 3.14(c) of the Company CABF Disclosure Schedule sets forth a true, correct and complete list of all leases pursuant to which CABF or one of its Subsidiaries is a lessee or lessor (the address “Leases”) of each any real property (together with any buildings, structures, fixtures or other improvements thereon, the “Leased Real Property and Property” and, together with the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Owned Real Property, free the “Real Property”). All such Leases are valid, legally binding, in full force and clear effect, and enforceable in accordance with their terms, subject to the appointment of all Encumbrances other a conservator or receiver, bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium, restructuring or similar Laws affecting creditors’ rights and remedies generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. Other than Permitted Encumbrancesas set forth on Schedule 3.14(c) of the CABF Disclosure Schedule, there is not under any of the Leases: (i) any default by CABF or its Subsidiaries or any circumstance which with notice or lapse of time, or both, would constitute a default; or (ii) to CABF’s Knowledge, any default or claim of default against any lessor to or lessee of CABF or its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a default by any such lessor or lessee. The consummation of the transactions contemplated hereby will not result in a breach or default under any of the Leases, and, except as would not have set forth on Schedule 3.14(c) of the CABF Disclosure Schedule and specifically identified as such, no consent of or would not reasonably be expected notice to have, individually or in the aggregate, any third party is required as a Company Material Adverse Effectconsequence thereof. The Company CABF has made available to Parent true, correct and complete copies of all leasesthe Leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with no Lease has been modified in any respect thereto) (collectively, since the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdate it was made available. Except as disclosed in Section 4.7(cset forth on Schedule 3.14(c) of the Company CABF Disclosure Schedule or except as would not have or would not reasonably be expected Schedule, none of the property subject to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease sublease, license or sublicense other agreement granting to any person any right to the use, occupancy or enjoyment of such property or any portion thereof. Neither CABF nor any of its Subsidiaries has received written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the applicable Acquired Companyperiod thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. There are no pending - 35 - or, to CABF’s interest therein. No Acquired Company is in breach or default under any LeaseKnowledge, and threatened condemnation proceedings with respect to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse EffectOwned Real Property.

Title to Assets; Real Property. (a) With respect The Selling Entities have good and marketable title to all of the properties and assets other than included in the Real PropertyPurchased Assets. The Selling Entities have the power and right to use, transfer, sell, convey, assign and deliver, and shall at Closing transfer, sell convey, assign and deliver to the Buyer, the Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real PropertyPurchased Assets, free and clear of all Encumbrances other than Permitted EncumbrancesEncumbrances with respect to the Assumed Real Property Lease. The delivery to the Buyer at the Closing of the Transaction Documents, together with the Sale Order, will vest in Buyer good and marketable title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances with respect to the Assumed Real Property Lease. b) Each Selling Entity has valid leasehold interests in the real property leased pursuant to the Real Property Lease (the “Seller Properties”), in each case sufficient to conduct the Business as currently conducted and free and clear of all Encumbrances (other than Permitted Encumbrances and except as would to the extent that such Encumbrances will not be enforceable against the Real Property Lease following the Closing in accordance with the Sale Order), assuming the timely discharge of all obligations owing under or related to the Seller Properties by the Selling Entities in connection with and prior to the Closing. c) None of the Selling Entities have received any written notice of (i) material violations of building codes and/or zoning ordinances or would not other governmental or regulatory Laws affecting the Seller Properties, (ii) existing, pending or threatened condemnation proceedings affecting the Seller Properties, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to have, individually adversely affect the ability to operate the Seller Properties as currently operated. Neither the whole nor any material portion of any Seller Properties has been materially damaged or in the aggregate, a Company Material Adverse Effectdestroyed by fire or other casualty. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and Selling Entities are not in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in material breach or default under any Leasesuch Assumed Real Property Leases, and to the Knowledge of the Company, no event has occurred or circumstance exists thatwhich, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, except and the Selling Entities have paid all rent due and payable under such Assumed Real Property Leases, and none of the Selling Entities have received nor given any notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by any Selling Entity under any of the Assumed Real Property Leases and, to the extent Knowledge of Seller, no other party is in material default thereof, and no party to any Assumed Real Property Lease has exercised any termination rights with respect thereto or indicated an intent to do so (including in connection with the consummation of the Transactions). All applicable third-party consents necessary or required pursuant to the terms of each of the Assumed Real Property Leases has been obtained or otherwise confirmed in writing by each such breach applicable third-party at or default would prior to the Closing. d) The Selling Entities do not own any real property in Mojave, California. The Selling Entities are not a party to any agreement or option to purchase any real property or interest in any real property in Mojave, California. e) The Selling Entities have a Company Material Adverse Effectnot, since April 27, 2023, through and including the date of this Agreement, and from the date of this Agreement through the Closing Date, moved, removed, relocated, destroyed, damaged, displaced, disposed of or otherwise adjusted any (A) Mojave M&E from the sites subject to the Assumed Real Property Leases or (B) item of material value from the sites or facilities that are subject to the Real Property Leases.

Title to Assets; Real Property. (a) With respect to all assets other than Each of the Alchemy Companies has good and valid (and, in the case of owned Real Property, the Acquired Companies have good and marketable fee simple) title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased all Real Property and personal property and other assets reflected in their financial statements. Except as otherwise disclosed to the applicable Acquired Company which holds a Company, all such properties and assets (including leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, interests) are free and clear of all Encumbrances other than except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, except as would not have carriers’, workmen’s, repairmen’s or would not reasonably be expected to haveother like liens arising or incurred in the ordinary course of business; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, a Company Material Adverse Effect. The Company material to the business of the Alchemy Companies; or (iv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business. (b) With respect to owned Real Property, Alchemy Prime Holdings has delivered or made available to Parent the Company true, complete and correct copies of the deeds and complete other instruments (as recorded) by which the Alchemy Companies acquired such Real Property, and copies of all leasestitle insurance policies, subleases opinions, abstracts and surveys in the possession of the Alchemy Companies and relating to the Real Property. With respect to leased Real Property, each of the Alchemy Companies has delivered or similar agreements (including all amendmentsmade available to the Company true, extensions, renewals, guaranties complete and other agreements with respect thereto) (collectively, correct copies of any leases affecting the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule Alchemy Companies is not a sublessor or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to grantor under any sublease or sublicense 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 applicable Acquired Company’s interest thereinReal Property in the conduct of the business of any Alchemy Company does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No Acquired Company is in breach or default under any Lease, and to the Knowledge material improvements constituting a part of the CompanyReal Property encroach on real property owned or leased by a Person other than the Alchemy Companies. There are no Actions pending nor, no event has occurred to Alchemy Prime Holdings’ Knowledge, threatened against or circumstance exists that, with affecting the delivery Real Property or any portion thereof or interest therein in the nature or in lieu of notice, the passage of time condemnation or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effecteminent domain proceedings.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies have good title to, or Except as has not resulted in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any Owned Real Property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all leases, subleases or similar agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each Leased Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect, no Lease each Company Entity owns, and has good and valid title to, all assets reflected on the most recent audited balance sheet included in the Company SEC Financial Statements (except for personal property sold, used or disposed of in the Ordinary Course of Business since December 31, 2020), free and clear of any Lien thereon (except for any Permitted Lien). (b) Section 3.13(b) of the Company Disclosure Letter lists all (i) real property owned in fee, in whole or in part, by any Company Entity as of the date hereof (the “Company Owned Real Property”) and (ii) material real property leased or subleased by any Company Entity, setting forth in each case the address or other location of such premises and indicating whether such premises are owned or leased by the Company Entities. No Company Entity is subject a party to any sublease Contract that obligates such Company Entity to purchase any material real property or sublicense of the applicable Acquired Company’s any interest therein. No Acquired Company is Except as has not resulted in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect: (i) a Company Entity has good, valid and marketable fee simple title (or the local equivalent) to each Company Owned Real Property, free and clear of any Lien thereon (except for any Permitted Lien); (ii) a Company Entity has a good and valid leasehold or subleasehold interest, subject to the terms of each applicable lease, sublease and other Contract (all such leases, subleases or other Contracts, collectively, the “Company Real Property Leases”), under which each Company Entity uses or occupies or has the right to use or occupy any parcel of real property leased, subleased, licensed or otherwise used or accessed by such Company Entity (any such parcel, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), in each case, free and clear of any Lien thereon (except for any Permitted Lien); (iii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Real Property that would reasonably be expected to impair the existing use of the Company Real Property by any Company Entity; (iv) there are no outstanding options or rights of first refusal or other contractual rights or obligations in favor of any other Person to purchase, lease or sublease any (1) Company Real Property or any portion thereof or interest therein or (2) to the Company’s Knowledge, any Company Leased Real Property that would reasonably be expected to impair the existing use of such Company Leased Real Property by any Company Entity; and (v) no Company Entity has received any written notice from any Governmental Authority of any pending or threatened condemnation, expropriation or eminent domain proceeding related to any Company Real Property.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the The Acquired Companies own, and have good title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have valid leasehold interest in, each of the material tangible assets reflected as owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets (i) sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets or (ii) being leased to the Acquired Companies with respect to which the lease has expired since such datethe date of the Most Recent Balance Sheet) free of any liens or Encumbrances Liens (other than Permitted Encumbrances). (b) None Part 3.7(b) of the Disclosure Schedule contains a list as of the date of this Agreement of all real property owned by any Acquired Companies owns any Company (the “Owned Real Property. (c) Section 4.7(c) ”). As of the Company Disclosure Schedule sets forth the address date of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable this Agreement, an Acquired Company has a valid good and binding leasehold interest in each Leased insurable fee simple title to all Owned Real Property, free and clear of all Encumbrances Liens other than Permitted Encumbrances. (c) Part 3.7(c) of the Disclosure Schedule sets forth a true and correct list of all leases, except subleases, licenses, occupancy and other similar agreements (including all amendments and modifications thereof) (each, a “Company Lease”, and collectively, the “Company Leases”) under which the Acquired Companies currently lease, sublease, license, use or occupy in a like manner (in each case whether as would not have landlord, tenant, sublandlord, subtenant or would not reasonably be expected occupant), or has the right to haveuse or occupy, individually now or in the aggregatefuture, any real property (the “Leased Real Property”, and together with the Owned Real Property, collectively, the “Real Property”). An Acquired Company has a valid leasehold or other estate in all Leased Real Property free and clear of all liens and encumbrances, in each case subject only to Permitted Encumbrances. Since January 1, 2018, neither any default or breach by the Acquired Companies, nor any event that with notice or the passage of time would result in a default or breach by the Acquired Companies, has occurred under any Company Material Adverse EffectLease. To the knowledge of the Company, as of the date hereof, no Effect exists that, with notice or lapse of time, or both, would constitute a default by any other counterparty under any such Company Lease. (d) The Real Property comprises all of the material real property used in the operation of the Acquired Companies. To the knowledge of the Company, no Acquired Company has received any written notice alleging a material violation of any applicable laws by the Leased Real Property or the improvements thereon, that remains uncured. The Company has made available to Parent true, correct accurate and complete copies of all leaseseach Company Lease. (e) Other than pursuant to Company Leases, subleases none of the Acquired Companies has granted or entered into any pending option, right of first refusal or other contractual right or similar agreements (including all amendmentsagreement to purchase, extensions, renewals, guaranties and other agreements with respect thereto) (collectively, assign or dispose of the “Leases”) for each Leased Real Property or to allow or grant to any third party the right to use or occupy the Real Property. Each Lease is legal, valid, binding and enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization and execution of such Lease by the other parties thereto, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) of the Company Disclosure Schedule or except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Lease, and to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default would not have a Company Material Adverse Effect.

Title to Assets; Real Property. (a) With respect to all assets other than the Real Property, the Acquired Companies The First Heritage Entities have good and valid title to, or in the case of assets purported to be leased by the Acquired Companies, lease and have a valid leasehold interest in, each of the material all tangible personal property and other assets reflected as owned in the Audited Financial Statements or leased by acquired after the Acquired Companies on the Most Recent Balance Sheet (except for tangible Date, other than assets sold or otherwise disposed of in the ordinary course of business since the date Balance Sheet Date. All such assets are free and clear of Encumbrances except as set forth in Section 3.10(a) of the Most Recent Balance Sheet and except for tangible assets being leased Disclosure Schedules (collectively referred to the Acquired Companies with respect to which the lease has expired since such date) free of any liens or Encumbrances (other than as “Permitted Encumbrances”). (b) None of the Acquired Companies owns The First Heritage Entities do not own any Owned Real Property. (c) real property. Section 4.7(c3.10(b) of the Company Disclosure Schedule sets forth Schedules lists the street address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The applicable Acquired Company has a valid and binding leasehold interest in each Leased parcel of leased Real Property, free and clear a list, as of the date of this Agreement, of all Encumbrances other than Permitted Encumbrancesleases for each parcel of leased Real Property (collectively, except as would not have or would not reasonably be expected to have“Leases”), individually or in including the aggregateidentification of the lessee and lessor thereunder and all guaranties of the Leases (individually, a Company Material Adverse Effect“Guaranty” and collectively, “Guaranties”), if any. The Prior to the date of this Agreement, the Company has made available delivered to Parent true, correct correct, and complete copies of all leases, subleases or similar agreements (including Leases and Guaranties and all amendments, extensionsmodifications, renewalsand supplements of such Leases and Guaranties, guaranties and other agreements all of the foregoing are in full force and effect. Except as disclosed on Section 3.10(b) of the Disclosure Schedules, with respect theretoto each of the Leases: (i) (collectivelythe First Heritage Entities have not subleased, licensed or otherwise granted any right to use or occupy the “Leases”) for each Leased Real Property. Each Property under such Lease or any portion thereof, (ii) such Lease or Guaranty is legal, valid, binding and binding, enforceable against the applicable Acquired Company and in full force and effect, subject to proper authorization (iii) the possession and execution quiet enjoyment by the applicable First Heritage Entity of the Leased Real Property under such Lease by has not been disturbed and there are no disputes with respect to such Lease, (iv) the other parties theretoapplicable First Heritage Entity is not in breach and, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as disclosed in Section 4.7(c) Knowledge of the Company Disclosure Schedule or except as would Company, the landlord is not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Lease is subject to any sublease or sublicense of the applicable Acquired Company’s interest therein. No Acquired Company is in breach or default under any Leaseand, and to the Knowledge of the Company, no event has occurred or circumstance exists thatwhich, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except or permit the termination, modification or acceleration of rent under such Lease or Guaranty, (v) no security deposit or portion thereof deposited with respect to the extent such Lease or Guaranty has been applied in respect of a breach or default under such Lease or Guaranty which has not been redeposited in full, (vi) the First Heritage Entities do not and will not owe any brokerage commissions or finder’s fees with respect to such Lease; (vii) the First Heritage Entities have not collaterally assigned or granted any other security interest in such Lease or any interest therein; (viii) there are no liens on the estate or interest created by such Lease; (vix) there are no understandings, oral or written, between the parties to any Lease or Guaranty that in any manner vary the obligations or rights of either party as set forth in such Lease or Guaranty; (vx) the consummation of the transactions contemplated by this Agreement does not require the consent of any other party to any Lease or Guaranty and will not result in a breach of or default under any such Lease or Guaranty, or otherwise cause any such Lease or Guaranty to cease to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing; (vxi) none of the leased Real Property is used for any purpose other than the operation of the business; and (vxii) to the Knowledge of Company, there are no facts or conditions affecting the leased Real Property which would reasonably be expected, individually or in the aggregate, to interfere with the current operation and conducting of business thereon. (c) Except as set forth in the Leases or on Section 3.10(c) of the Disclosure Schedules, (i) there are no Leasing Costs (as defined below) currently due and owing with respect to any of the Leases, (ii) there are no accrued or contingent Leasing Costs with respect to any of the Leases, (iii) there are no agreements that exist for the payment of Leasing Costs upon the entry into any new Lease or the extension, renewal, expansion, construction substitution, relocation, or any other exercise of any other right of the First Heritage Entities or any landlord under any Lease or otherwise. “Leasing Costs” means, with respect to any particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, portioning and other items to satisfy the initial construction obligations of any landlord or a First Heritage Entity under such Lease (including expenses for legal, architectural, or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursement for the foregoing items, payments made for purposes of satisfying or terminating the obligations of a First Heritage Entity or any landlord under such Lease, lease buyout costs, costs of base building work, free rent, and other similar inducements, relocation, costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs. (d) Other than the Leases, the First Heritage Entities are not a party to any other leases, subleases, rental agreements, licenses, sublicenses, license agreements or other occupancy agreements for any Real Property (or portion thereof). (e) There are no actions, suits or other proceedings (including any litigation and/or condemnation action or real estate tax appeal or reassessment) that affect any of the Real Property or, to Company’s Knowledge, have been threatened that concern or involve any Real Property, and the Company has provided true, correct, and complete copies of all documents and information in connection with such actions, suits or other proceedings to Parent at least two (2) Business Days prior to the date hereof and the Company shall not cause the First Heritage Entities (or any landlord) to conclude or settle such actions, suits or other proceedings without Parent’s prior written consent and, as of and after the Closing, the First Heritage Entities shall have the right (but not the obligation) to pursue and conclude any such actions, suits or other proceedings in its sole discretion. (f) To the Company’s Knowledge, all work and materials required by any First Heritage Entity to be performed or provided at or on any Real Property has been paid in full and no party has a right to place a lien on any Real Property in connection with any work performed or materials delivered by or at the requirement of any First Heritage Entity with respect to any Real Property. To the Company’s Knowledge, all improvements, alterations, and other work required to be performed by any landlord pursuant to each Lease has been performed and paid for in full. (g) No portion of any Real Property, or any building or improvement located thereon, violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control. No Real Property is subject to (i) any Governmental Order or (ii) except for any Permitted Encumbrances, any liens, rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever that would reasonably be likely to have a Company Material Adverse Effect. (h) Except as set forth on Section 3.10(h) of the Disclosure Schedules, there are no other current contracts of construction, parking, maintenance, commission, utility, equipment leases, management, service, or supply, architectural, or other agreements related to any Real Property (collectively, the “Service Contracts”). A true, correct, and complete list of all Service Contracts is set forth on Section 3.10(h) of the Disclosure Schedules. All Service Contracts are in full force and effect, and to the Knowledge of the Company there is no breach by any of the parties thereof, and the First Heritage Entities have performed all of their obligations under all Service Contracts.