Common use of Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment Clause in Contracts

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no real property, nor has it ever owned any real property. Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, licensed or otherwise occupied by Seller in connection with the Business (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company is bound. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of Seller to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (b) Seller has good and valid title to or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assets, free and clear of any Liens, other than (i) statutory Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets owned or leased by Seller for use in the Business, and such Tangible Assets are (i) adequate for the conduct of the Business by Seller as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller [Neither the Company nor any of its Subsidiaries owns no any real property, nor has it the Company or any of its Subsidiaries ever owned any real property. .] Section 2.13(a) of the Disclosure Schedule 3.10(a) sets forth a complete and accurate list of all real property currently leased, subleased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company or any of its Subsidiaries (the “Leased Real Property”), including the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto and, with respect to any current lease, subleaselicense, license sublease or other occupancy agreementright, the square footage of the premises leased thereunder and the aggregate annual rental and/or other fees payable thereunder. Seller . (b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof and all consents and waivers relating thereto (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company or any of its Subsidiaries is bound, other than those identified in Section 2.13(a) of the Disclosure Schedule. All such current Lease Agreements are in full force and effect, are effect and valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default default, no rentals past due, or event of default (or event which with notice or lapse of time, or both, would could constitute a default). The Closing will not affect Neither the enforceability against Company nor any person of its Subsidiaries has received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement or the rights of Seller to the continued use Agreement, which has not been fully remedied and possession of the Leased Real Property for the conduct of business as presently conductedwithdrawn. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there There are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a2.13(a) of the Seller Disclosure Schedule. Neither the Company nor any of its Subsidiaries owe any brokerage commissions or finders fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (bd) Seller has The Company and its Subsidiaries have good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits material tangible properties and material assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value or are being contested in good faith by appropriate proceedings interfere with the present use of the property subject thereto or affected thereby. Each Lease Agreement constitutes the entire agreement of the landlord and are disclosed the tenant thereunder, and no term or condition thereof has been modified, amended or waived, except as described in Section 3.10(b2.13(a) of the Seller Disclosure Schedule or that otherwise are not material individually or and shown in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All copies of the Permitted Liens will terminate with respect Lease Agreements that have previously been delivered by the Company to Parent. The Company and its Subsidiaries have not transferred or assigned any interest in any such Lease Agreement, nor has the Acquired Assets upon Company or any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the Closing. At the Closing, Buyer will obtain good and valid title premises described therein to the Acquired Assets, free and clear of all Liens and Permitted Liensany other Person. (ce) Section 2.13(e) of the Disclosure Schedule 1.1(xxx) lists lists, as of ________, 2008, all material Tangible Assets items of equipment (the “Equipment”) owned or leased by Seller for use in the BusinessCompany or any of its Subsidiaries, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company or any of its Subsidiaries as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither the Company nor any of its Subsidiaries owns no any real property, nor has it the Company or any of its Subsidiaries ever owned any real property. Section 3.14(a) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, subleased or licensed by or from the Company and its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company and its Subsidiaries for the operation of its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto andthereto, with respect to any current lease, sublease, license or other occupancy agreement, the size of the premises and the aggregate annual rental and/or other fees payable thereunder. Seller . (b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound, other than those identified in Section 3.14(a) of the Disclosure Schedule. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreementsleases, any existing default default, no rentals are past due, or event of default (or event which with notice or lapse of time, or both, would constitute a default). Neither the Company nor any of its Subsidiaries has received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The Closing will not affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company, any of its Subsidiaries or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller The Company and its Subsidiaries currently occupies occupy all of the Leased Real Property for the operation of the Business, and there their respective business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees, except as set forth and no such commission is owed, with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in Section 3.10(asuch Lease Agreements. (c) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from any material structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties. Neither the operation of the Company and its Subsidiaries on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is structurally sufficient and not dependent on so-called non-conforming use exceptions. The Company’s Israeli Subsidiary has at all times had a valid occupancy permit (tofes 4) for its Leased Real Property in its entirety. No event has occurred in the Leased Real Property or in the public areas adjacent to its Leased Real Property where a lack of such occupancy permit could, on its own, or together with other contributing factors, adversely affect the Company’s Israeli Subsidiary or the Company, including (i) by invalidating or allowing a third party (including an insurer) to claim an agreement whereby the Company’s Israeli Subsidiary was to be insured or indemnified or otherwise suitable protected from liability for third party claims is invalid, (ii) allowing a third party (including a Governmental Entity) to claim that such third party is not liable for damages it would otherwise have been liable for, or (iii) preventing the conduct legal provision of services to any part of the business Leased Real Property. Neither the Company nor any of its Subsidiaries shall be required to expend more than $50,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as presently conducted. (b) Seller has of the date hereof and as of the Closing). The Company and its Subsidiaries have good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, and, with respect to any property owned by the Acquired AssetsCompany or any of its Subsidiaries, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings payable, and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory such imperfections of title and encumbrances, if any, which do not materially detract from the value or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in interfere with the aggregate (“Permitted Liens”). All present use of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liensproperty subject thereto or affected thereby. (cd) Schedule 1.1(xxx) lists all material Tangible Assets The equipment owned or leased by Seller for use in the Business, Company and such Tangible Assets are its Subsidiaries (i) are adequate for the conduct of the Company Business by Seller as currently conducted and as currently contemplated to be conducted, and (ii) are in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. Section 3.12(a) of the Company Disclosure Schedule 3.10(a) sets forth a complete and accurate list of all real property currently leased, subleased, licensed leased by the Company or otherwise used or occupied by Seller in connection with the Business Company for the operation of its businesses (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement lease and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the square footage of the premises leased thereunder and the aggregate annual rental and/or other fees payable thereunder. Seller under any such lease through the end of such lease. (b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (the “Lease Agreements”); and there are no other Lease Agreements for real property property, affecting the any Leased Real Property or to which Company is bound. Each Lease Agreement constitutes the entire agreement of the landlord and the tenant thereunder, and no term or condition thereof has been modified, amended or waived except as shown in the copies of the Lease Agreements that have previously been delivered by the Company to Parent. The Company has not transferred or assigned any interest in any such Lease Agreement, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. All such current Lease Agreements are in full force and effect, are valid and effective enforceable and not in accordance with their respective termsdefault, no rentals are past due, and there is notno circumstance exists, under any which, with notice, the passage of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, time or both, would could constitute a default)default under any Lease Agreement. The Closing Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any Lease Agreement, which has not been fully remedied and withdrawn. The consummation of the transactions contemplated hereby will not affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company, the Interim Surviving Corporation or the Surviving Entity to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies All base rent has been paid in advance under all of the Lease Agreements. (c) Each Leased Real Property for the operation and all of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property its operating systems is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable in all material respects for the conduct of the business as presently conducted. No law, ordinance, regulation or restriction is, or as of the Closing Date will be, violated in any material respects by the continued occupancy, maintenance, operation or use of any Leased Real Property in its present manner. There are no laws, statutes, rules, regulations or orders now in existence or, to the Knowledge of the Company, under active consideration by any Governmental Authority which would be reasonably likely to require the tenant of any Leased Real Property to make any expenditure in excess of $5,000 to modify or improve such Leased Real Property to bring it into compliance therewith, and the Company is not required to expend more than $30,000 in the aggregate under all Lease Agreements to restore the Leased Premises at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the date hereof and as of the Closing). (bd) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetstangible properties and assets, real, personal and mixed, and all Company Intellectual Property, in each case as used, held for use in and/or necessary for the conduct of the business of the Company as currently conducted by the Company, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable payable, (iii) such imperfections of title and encumbrances, if any, that do not detract from the value or are being contested in good faith by appropriate proceedings interfere with the present use of the property subject thereto or affected thereby and are disclosed in (iv) Permitted Liens. Section 3.10(b3.12(d)(i) of the Seller Company Disclosure Schedule sets forth each item tangible property and asset, real, personal and mixed, used in, held for use in and/or necessary for the conduct of the business of the Company as currently conducted by the Company, that is owned or that otherwise are not material individually or in licensed by the aggregate; (ii) deposits or pledges made in connection with, Company or to secure payment ofwhich the Company has any right or license to use, workers’ compensationother than by virtue of its ownership of Company Capital Stock, unemployment insuranceincluding, old age pension or other social security programs mandated without limitation, all improvements, alterations and fixtures owned by applicable law; or (iiithe Company at the Leased Real Property. Section 3.12(d)(ii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect Company Disclosure Schedule sets forth each item tangible property and asset, real, personal and mixed, used in, held for use in and/or otherwise necessary for the conduct of the business of the Company as currently conducted, and as is currently planned or contemplated to be conducted by the Acquired Assets upon Company, that is not owned or licensed by the Closing. At Company, including, without limitation, all improvements, alterations and fixtures not owned or licensed by the Closing, Buyer will obtain good and valid title to Company at the Acquired Assets, free and clear of all Liens and Permitted LiensLeased Real Property. (ce) Section 3.12(e)(i) of the Company Disclosure Schedule 1.1(xxx) lists contains a complete and accurate list of all material Tangible Assets items of equipment (collectively, the “Equipment”) owned or leased by Seller for use in the BusinessCompany, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. Section 3.12(e)(ii) of the Company Disclosure Schedule contains a complete and accurate list of all servers and computer equipment having an initial purchase price or leasehold value in excess of $10,000 per item owned or leased by the Company, along with the make, model and serial number of such piece of equipment. (df) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller The Company has sole and exclusive ownership, free and clear of any Liens (other than Permitted Liens), of all customer lists (except as disclosed by Seller in its public filings)lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the its current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no No Person other than Seller the Company possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no real property, nor has it ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule 3.10(a) sets forth a list of lists all real property currently leasedowned by the Company or any Subsidiary and any real property in which the Company or any of its Subsidiaries has any interest (the "Owned Real Property") and the name of the owner of each Owned Real Property. Section 2.12(a) of the Company Disclosure Schedule lists all real property currently leased or subleased by or from the Company, subleased, licensed any Subsidiary or otherwise used or occupied by Seller in connection with the Business Company or any Subsidiary for the operation of the Company's and any Subsidiary's businesses (the “"Leased Real Property”"), the name of the lessor, sublessor, licensor, the master lessor and/or lessee, the date of the lease, each lease or sublease, license or other occupancy agreement and each amendment thereto and, with respect to any current lease, lease or sublease, license or other occupancy agreement, the aggregate annual rental and/or payable (base rent and expense pass through to be listed separately). (b) The Company and each Subsidiary has good and marketable fee simple title to the Owned Real Property which such Company or Subsidiary is listed as the owner of on Section 2.12(a) of the Company Disclosure Schedule, free and clear of all Liens and encumbrances, except as disclosed on Section 2.12(b) of the Company Disclosure Schedule. There are no agreements with any Governmental Entity or quasi-governmental entity which affect any of the Owned Real Property, except as disclosed on Section 2.12(b) of the Company Disclosure Schedule. There are no outstanding rights of first refusal, rights of reverter or options relating to the Owned Real Property or any interest therein, except as disclosed on Section 2.12(b) of the Company Disclosure Schedule. To the Knowledge of Sellers, there are no unrecorded or undisclosed documents or other matters which affect title to the Owned Real Property. Since 1986, the Company or a Subsidiary has enjoyed the continuous and uninterrupted quiet possession, use and operation of the Owned Real Property, without material complaint or objection by any person. The Company has provided Purchaser true, correct and complete copies of any and all information in its possession related to entitlements for the Owned Real Properties, including, without limitation, copies of all title policies, deeds of trust, surveys, entitlement studies, approvals and all information in its possession related to construction on any of the Owned Real Properties within the last three (3) years, including, without limitation, proof of payments for all work performed within the last year and signed lien releases for all such work. All maintenance and other fees payable thereunderrequired to be paid by the CC&R's applicable to the Owned Real Properties have been paid. Seller The Company has provided Parent Purchaser with preliminary title reports or copies of the Company's owner's title insurance policies for each of the Owned Real Properties. (c) The Company has provided Purchaser true, correct and complete copies of all real property leases, real property lease guaranties, licensesguarantees, subleases, subordination, non-disturbance and/or attornment agreements, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Owned Real Property or the Leased Real PropertyProperty currently in effect, including all amendments, terminations and modifications thereof and all other documents and agreements listed on Section 2.12(c) of the Company Disclosure Schedule with respect to each Owned Real Property and Leased Real Property (“the "Lease Agreements”"); and there are no other Lease Agreements for real property affecting the Leased Real Property real property or to which the Company or any Subsidiary is bound, other than those identified in Section 2.12(a) of the Company Disclosure Schedule. All such current Lease Agreements are in full force and effect, are valid and effective enforceable in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default or event default, no rentals are past due, and no circumstance exists, which, with notice, the passage of default (or event which with notice or lapse of time, time or both, would could constitute a default under any such Lease Agreement by the Company, or to the Knowledge of the Sellers, by any other party thereto. To the Knowledge of Sellers, the Company has complied in all material respects with the maintenance obligations under each Lease Agreement for each Leased Real Property. Neither the operations of the Company and its Subsidiaries on the Owned Real Property or, to, the Knowledge of the Sellers, on the Leased Real Property, violate in any manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations, and such non-violation is not dependent, in any instance, on so called non-conforming use exceptions. There are no other parties occupying, or with a right to occupy, the Owned Real Property or the Leased Real Property, except as identified in Section 2.12(a) of the Company Disclosure Schedule. The Company has not received any notice of a default), alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which, to the Knowledge of the Sellers, has not been fully remedied and withdrawn. The Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of Seller the Company or its Subsidiaries to the continued use and possession of the Leased Real Property real property for the conduct of business as presently conducted. Seller currently occupies all of the Leased . (d) The Owned Real Property for the operation of the Business, and there Properties are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repairrepair in all material respects, free from structural, physical and mechanical defects, is except for such defects which, in the aggregate, would not cost more than $50,000 to repair, and are maintained in a manner consistent with standards generally followed with respect to similar properties, and is are structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Except as disclosed in Section 2.12(d) of the Company Disclosure Schedule, to the Knowledge of Sellers the Leased Real Properties are in good operating condition and repair in all material respects, free from structural, physical and mechanical defects, are maintained in a manner consistent with standards generally followed with respect to similar properties or as required by applicable leases, and, to the Knowledge of the Sellers, are structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. All of the Owned Real Property and the Leased Real Property have plumbing, electrical, air conditioning/heating, sprinkler, storm water, process water and storm water sewer systems, fire suppression, security, safety and other building systems which are in good working order and reasonably sufficient for the continued legal use of such Owned Real Property and the Leased Real Property and for the conduct of the business as currently conducted. All water, sewer, gas, electric, telephone and drainage facilities, and all of the utilities required by law or the normal operation of the Owned Real Property and Leased Real Property are (i) adequate to permit full compliance with all requirements of law, (ii) installed to the property lines of such properties, (iii) connected to such properties with valid permits, and (iv) to the Knowledge of the Sellers, adequate to service said properties in their present use and as currently contemplated and to permit normal usage of such properties and are in good working order and repair. All such utilities and storm and sanitary sewers required for the operation of the Owned Real Property enter said properties through adjoining public streets or through adjoining private lands in accordance with valid public or private easements. To the Knowledge of the Sellers, all such utilities and storm and sanitary sewers required for the operation of the Leased Real Property enter said properties through adjoining public streets or through adjoining private lands in accordance with valid public or private easements. (be) Seller All necessary environmental impact statements relating to any facility, building, plant, factory, office, warehouse structure or other improvements (collectively, "Structures") located on any of the Owned Real Properties or the construction thereof have been prepared and filed with and favorably and finally acted upon by all Government Entities and/or officials having jurisdiction thereof. To the Knowledge of Sellers, all necessary environmental impact statements relating to any Structures located on any of the Leased Real Properties or the construction thereof have been prepared and filed with and favorably and finally acted upon by all Government Entities and/or officials having jurisdiction thereof. The Structures located on the Owned Real Properties, and to the Knowledge of Sellers in the Leased Real Properties, are free from any material latent or patent design, construction, physical or mechanical defects and there is no actual or, to the Sellers' Knowledge, threatened settlement, earth movement, termite infestation or damage affecting any of the Structures. The parking spaces, including handicapped spaces, on each of the Owned Real Properties and, to the Knowledge of the Sellers, on the Leased Real Properties, are all of the parking spaces required by any legal requirement. No Structure on any Owned Real Property or, to the Knowledge of Sellers, on any Leased Real Property nor the operations of the Company or a Subsidiary, as the case may be, thereon, (i) is located outside the boundary lines of the described parcel of land on which it is located, (ii) is in violation of applicable setback requirements, (iii) is subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications, or (iv) encroaches on any property owned by, or easement granted in favor of, any person. Each Structure on any Owned Real Property, and to the Knowledge of Sellers on the Leased Real Properties, has valid legal access to public streets and, as applicable, to railroad spurs, as currently operated by the Company or a Subsidiary, as the case may be, and Sellers have no Knowledge of any matters, claims or actions which might disrupt or challenge such access. (f) The Company and its Subsidiaries have received no notice that a condemnation is pending, and, to the Knowledge of the Sellers, no condemnation is threatened affecting the Owned Real Property or the Leased Real Property. (g) The Company and its Subsidiaries have good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in their business, free and clear of any Liens, other than (i) statutory Liens for Taxes that are not yet due and payable except as specifically disclosed in the Current Balance Sheet or are being contested in good faith by appropriate proceedings and are the notes thereto, or otherwise disclosed in Section 3.10(b2.12(g) of the Seller Company Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted LiensSchedule. (ch) Schedule 1.1(xxxAll material items of equipment, machinery, furniture, fixtures, and tangible personal property (the "Equipment") lists all material Tangible Assets owned or leased by Seller for use in the Business, and such Tangible Assets Company or a Subsidiary are (i) adequate for the conduct of the Business by Seller business of the Company or a Subsidiary as currently conducted and as currently contemplated to be conducted, and (ii) to the Knowledge of the Sellers, in good operating condition, regularly and properly maintained, subject to normal wear and tear, and reasonably fit and usable for the purposes for which they are being used. (di) Upon The Company and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. its Subsidiaries have either (ei) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of or (ii) the valid right to use unrestricted by contract, all customer lists (except as disclosed by Seller in its public filings)lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the its current and former customers of Seller (the “"Customer Information”"). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person No person other than Seller the Company or a Subsidiary possesses any licenses, claims or rights with respect to the use of the Customer InformationInformation owned by the Company and its Subsidiaries. (j) The Co-Tenancy Agreement between Standard Properties, AJC, Inc. ("AJC"), Xxxxxxxx Investments, LLC ("Xxxxxxxx") and MD Properties, LLC ("MD"), (the "Co-Tenancy Agreement"), the Lease Agreement between the Company as tenant and AJC, Xxxxxxxx and MD as landlord dated June 10, 1999 (the "Sage Mill Lease") and the Management Agreement between Standard Properties, AJC, Xxxxxxxx, MD, the Company and PDC Properties, LLC, (the "Management Agreement"), are in full force and effect and constitute legal, valid and binding agreements enforceable in accordance with their terms. The Company and Standard Properties are in compliance with and have not breached, violated or defaulted under, or received notice that any one of them has breached, violated or defaulted under, any of the terms or conditions of the Co-Tenancy Agreement, the Sage Mill Lease, or the Management Agreement, and the Sellers have no Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. The Warehouse Sublease Agreement between SouthStar Holdings, LLC, a South Carolina limited liability company ("SouthStar"), and Xxxxxxxx-Xxxxx Corporation (the "SouthStar Lease") is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms SouthStar is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of the SouthStar Lease and the Sellers have no Knowledge of any event that would constitute a breach, violation or default with the lapse of timing, giving of notice or both. To the Knowledge of the Sellers, Xxxxxxxx-Xxxxx Corporation has not violated, breached or defaulted under, any of the terms or conditions of the SouthStar Lease. The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms of conditions of (a) the Guarantee Agreement between Xxxx X. Xxxxxxxxx and MONY Life Insurance Company ("MONY") dated October 4, 1999, (b) the Completion and Performance Guaranty between Xxxx X. Xxxxxxxxx and MONY dated October 4, 1999, and (c) the Certificate and Indemnity Regarding Hazardous Substances between Xxxx X. Xxxxxxxxx and MONY dated October 4, 1999, all as assumed by the Company pursuant to that certain Loan Assumption Agreement between MONY and the Company dated March 31, 2000 (collectively, the "MONY Loan Documents"). Sellers have no Knowledge of any event that would constitute a breach, violation or default under, with the lapse of time, giving of notice or otherwise, any of the terms and conditions of the MONY Loan Documents. The maximum amount of liability the Company could have under the MONY Loan Documents is limited to ten percent of the principal and interest outstanding thereunder and as of the Closing was less than $750,000. There are no documents other than the Management Agreement, the Sage Mill Lease and MONY Loan Documents pursuant to which the Company may have any liability or obligation whatsoever relating to the Sage Mill Facility (as defined below). To the Knowledge of the Sellers, no other party has breached, violated or defaulted under, any of the terms or conditions of the Co-Tenancy Agreement, the Sage Mill Lease, Management Agreement, the SouthStar Lease or the MONY Loan Documents.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. Schedule 3.10(aSection 3.13(a) of the Company Disclosure Letter sets forth a list of all real property currently leased, subleased, licensed leased by the Company or otherwise used or occupied by Seller in connection with the Business Company for the operation of its businesses (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement and each amendment thereto and, with respect . (b) The Company has made available to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (the “Lease Agreements”); and there are no other Lease Agreements for real property affecting the any Leased Real Property or and to which Company is bound. Each Lease Agreement constitutes the entire agreement of the landlord and the tenant thereunder, and no material term or condition thereof has been modified, amended or waived except as shown in the copies of the Lease Agreements that have previously been made available by the Company to Parent. The Company has not transferred or assigned any interest in any such Lease Agreement, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. All such current Lease Agreements are in full force and effect, are valid and effective enforceable (subject to (i) laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in accordance with their respective termsgeneral, and there (ii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity, regardless of whether such enforceability is notconsidered in a proceeding at law or in equity). The Company is not in material default of any Lease Agreement, under any no rentals are past due, and no circumstance exists, which, with notice, the passage of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, time or both, would could constitute a default)material default under any Lease Agreement. The Closing Company has not received any written notice of a material default, alleged failure to perform, or any offset or counterclaim with respect to any Lease Agreement, which has not been fully remedied and withdrawn. The consummation of the transactions contemplated hereby will not affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller to the continued use and possession of Company or the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(aSurviving Corporation under any Lease Agreement. (c) of the Seller Disclosure Schedule. The Leased Real Property is in good and all of its operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise systems are suitable for the conduct of the business in the Ordinary Course of Business. No law, ordinance, regulation or restriction is, or as presently conductedof the Closing Date will be, violated by the continued occupancy, maintenance, operation or use of any Leased Real Property in its present manner. No Lease Agreement will require the Company to incur costs or expenses in excess of $100,000 for restoration of the premises subject to such Lease Agreement upon termination of such Lease Agreement. (bd) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetspersonal properties and assets, used, held for use in and/or necessary for the conduct of the business of the Company as currently conducted, free and clear of any Liens, other than except (i) statutory Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or as reflected in the aggregate; Current Balance Sheet, (ii) deposits such imperfections of title and encumbrances, if any, that do not detract from the value or pledges made in connection withinterfere with the present use of the property subject thereto or affected thereby, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or and (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (ce) Schedule 1.1(xxxSection 3.13(e)(i) lists of the Company Disclosure Letter lists, as of the date hereof, all fixed assets of the Company, including all material Tangible Assets items of equipment (collectively the “Equipment”) owned or leased by Seller for use in the BusinessCompany, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. Section 3.13(e)(ii) of the Company Disclosure Letter lists, as of the date hereof, all servers and computer equipment having an initial purchase price or leasehold value in excess of $50,000 per item owned or leased by the Company. (df) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller The Company has sole and exclusive ownership, free and clear of any Liens (other than Permitted Liens), of all customer lists (except as disclosed by Seller in its public filings)lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the its current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no No Person other than Seller the Company possesses any claims or rights with respect to use of the Customer Information. For purposes of this Section 3.13(f), “customer” shall not, in all cases, refer to the “end user” of any Company product, but shall instead refer to a Person that purchases any Company product or service from the Company (which, for avoidance of doubt, may include distributors, resellers and similar Persons in the chain of commerce other than the product end user).

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company and its Subsidiaries do not own any real property, nor has it the Company or its Subsidiaries ever owned any real property. Section 3.12(a) of the Company Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, licensed leased by the Company and its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company and its Subsidiaries for the operation of its businesses (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement lease and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the square footage of the premises leased thereunder and the aggregate annual rental and/or other fees payable thereunder. Seller has under any such lease. (b) The Company and its Subsidiaries have provided Parent with access to true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (the “Lease Agreements”); and there are no other Lease Agreements for real property property, affecting the any Leased Real Property or to which the Company or its Subsidiaries is bound. Each Lease Agreement constitutes the entire agreement of the landlord and the tenant thereunder, and no term or condition thereof has been modified, amended or waived except as shown in the copies of the Lease Agreements that have previously been delivered by the Company to Parent. Neither the Company nor its Subsidiaries has transferred or assigned any interest in any such Lease Agreement, nor has the Company or its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective termsenforceable (subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and there is not(ii) rules of law governing specific performance, under injunctive relief and other equitable remedies). The Company and its Subsidiaries are not in default of any Lease Agreement, no rentals are past due, and no circumstance exists, which, with notice, the passage of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, time or both, would could constitute a default of any material term under any Lease Agreement. Neither the Company nor its Subsidiaries has received any notice in writing of a default), alleged failure to perform, or any offset or counterclaim with respect to any Lease Agreement, which has not been fully remedied and withdrawn. The Closing consummation of the transactions contemplated hereby will not affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company, its Subsidiaries or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the . (c) Each Leased Real Property for the operation and all of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property its operating systems is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. No law, ordinance, regulation or restriction is, or as of the Closing Date will be, violated by the continued occupancy, maintenance, operation or use of any Leased Real Property in its present manner. No Lease Agreement will require the Company or its Subsidiaries to incur costs or expenses in excess of $50,000 for restoration of the premises subject to such Lease Agreement upon termination of such Lease Agreement. (bd) Seller has The Company and its Subsidiaries have good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetspersonal properties and tangible assets, used, held for use in the conduct of the business of the Company and its Subsidiaries as currently conducted, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet and Liens securing debt that is reflected on the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection withfaith, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory such imperfections of title and encumbrances, if any, that do not detract from the value or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in interfere with the aggregate (“Permitted Liens”). All present use of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closingproperty subject thereto or affected thereby, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and (iv) Permitted Liens. (ce) Schedule 1.1(xxx) lists all All material Tangible Assets items of equipment owned or leased by Seller for use in the Business, Company and such Tangible Assets its Subsidiaries are (i) adequate for the conduct of the Business by Seller business of the Company and its Subsidiaries as currently conducted and as currently contemplated proposed to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. Schedule 3.10(a) 2.12 sets forth a list of all real property currently leased, subleased, licensed leased by the Company or otherwise used or occupied by Seller in connection with the Business Company for the operation of the Company's business (the “"Leased Real Property”"), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement lease and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller under any such lease. (b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“"Lease Agreements”"); and there are no other Lease Agreements for real property affecting the Leased Real Property real property or to which the Company is boundbound other than those identified in Schedule 2.12. All such current Lease Agreements are in full force and effect, are valid and effective enforceable in accordance with their respective terms, terms and there is not, under not any of such Lease Agreements, any material existing default or event of default (or event which by the Company, no rentals are past due, and no circumstance exists, which, with notice or lapse notice, the passage of time, or both, would could constitute a default by the Company under any such Lease Agreement. The Company has not received any notice of a default), alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of Seller the Company or the Surviving Corporation to the continued use and possession of the Leased Real Property real property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (bc) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings payable, and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory such imperfections of title and encumbrances, if any, which do not materially detract from the value or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in interfere with the aggregate (“Permitted Liens”). All present use of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liensproperty subject thereto or affected thereby. (cd) Schedule 1.1(xxx2.12(d) lists all material Tangible Assets items of equipment (the "Equipment") owned or leased by Seller for use in the BusinessCompany, and such Tangible Assets are Equipment taken as a whole is (i) adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. SECTION 2.11 of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, subleased or licensed by or from the Company or otherwise used or occupied by Seller in connection with the Business Company for the operation of its business (the “"Leased Real Property”"), the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto (the "Lease Agreements") and, with respect to any current lease, subleaselicense, license sublease or other occupancy agreement, right the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other All such Lease Agreements for real property affecting the Leased Real Property or to which Company is bound. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreementsleases, any existing default default, no rentals are past due, or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of Seller the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a. (b) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, defects and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. The operation of the Company on the Leased Real Property does not violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. (bc) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable payable, and (iii) such immaterial imperfections of title and encumbrances, if any, which do not detract from the value or are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(binterfere with the present use of the property subject thereto or affected thereby. (d) SECTION 2.11(d) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets items of equipment (the "EQUIPMENT") owned or leased by Seller for use in the BusinessCompany, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither Mariposa Australia nor any of its Subsidiaries owns no any real property, nor has it Mariposa Australia or any of its Subsidiaries ever owned any real property. Section 2.13(a) of the Disclosure Schedule 3.10(a) sets forth a complete and accurate list of all real property currently leased, subleased, subleased or licensed by or from Mariposa Australia or any of its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Mariposa Australia or any of its Subsidiaries (the “Leased Real Property”), including the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto and, with respect to any current lease, subleaselicense, license sublease or other occupancy agreementright, the square footage of the premises leased thereunder and the aggregate annual rental and/or other fees payable thereunder. Seller . (b) Mariposa Australia has provided Parent Mariposa US true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof and all consents and waivers relating thereto (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company or any of its Subsidiaries is bound, other than those identified in Section 2.13(a) of the Disclosure Schedule. All such current Lease Agreements are in full force and effect, are effect and valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default default, no rentals past due, or event of default (or event which with notice or lapse of time, or both, would could constitute a default). The Closing will not affect the enforceability against Neither Mariposa Australia nor any person of its Subsidiaries has received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement or the rights of Seller to the continued use Agreement, which has not been fully remedied and possession of the Leased Real Property for the conduct of business as presently conductedwithdrawn. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there There are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a2.13(a) of the Seller Disclosure Schedule. Neither Mariposa Australia nor any of its Subsidiaries owe any brokerage commissions or finders fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (bd) Seller has Mariposa Australia and its Subsidiaries have good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits material tangible properties and material assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value or are being contested in good faith by appropriate proceedings interfere with the present use of the property subject thereto or affected thereby. Each Lease Agreement constitutes the entire agreement of the landlord and are disclosed the tenant thereunder, and no term or condition thereof has been modified, amended or waived, except as described in Section 3.10(b2.13(a) of the Seller Disclosure Schedule or that otherwise are not material individually or and shown in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All copies of the Permitted Liens will terminate with respect Lease Agreements that have previously been delivered by Mariposa Australia to Mariposa US. Mariposa Australia and its Subsidiaries have not transferred or assigned any interest in any such Lease Agreement, nor has Mariposa Australia or any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title premises described therein to the Acquired Assets, free and clear of all Liens and Permitted Liensany other Person. (ce) Section 2.13(e) of the Disclosure Schedule 1.1(xxx) lists lists, as of December 31, 2015, all material Tangible Assets items of equipment (the “Equipment”) owned or leased by Seller for use in the BusinessMariposa Australia or any of its Subsidiaries, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of Mariposa Australia or any of its Subsidiaries as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither the Company nor any of its Subsidiaries owns no any real property, nor has it the Company or any of its Subsidiaries ever owned any real property. . (b) Section 2.13(b) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company or any of its Subsidiaries (the “Leased Real Property”), the name . Section 2.13(b) of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies Disclosure Schedule sets forth a list of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including 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 the aggregate annual rental payable thereunder and all amendments, terminations and modifications thereof (“Lease Agreements”); . The Company has Made Available true, correct and there are no other complete copies of the Lease Agreements for real property affecting the Leased Real Property or to which Company is boundAgreements. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default)) by the Company or any of its Subsidiaries or, to the Knowledge of the Company, the other party thereto. The Closing will not result in a breach or default under, or affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company or any of its Subsidiaries or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct Property. The Company or any of business as presently conducted. Seller its Subsidiaries currently occupies all of the Leased Real Property for the operation of the Business, and there its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, except as set forth in Section 3.10(a) and no such commission is owed with respect to any of the Seller Disclosure ScheduleLeased Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property that are no longer in effect and has no continuing liability with respect to such terminated agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, repair and is structurally sufficient and otherwise suitable for the conduct of the business as presently conductedCompany’s business. Neither the operation of the Company or any of its Subsidiaries on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon. Neither the Company nor any of its Subsidiaries could be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement. (bd) Seller The Company and each of its Subsidiaries has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings payable, and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory such imperfections of title and encumbrances, if any, which do not detract from the value or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in interfere with the aggregate (“Permitted Liens”). All present use of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liensproperty subject thereto or affected thereby. (ce) Schedule 1.1(xxx) lists all The material Tangible Assets items of equipment owned or leased by Seller for use in the Business, and such Tangible Assets are Company or any of its Subsidiaries (i) are adequate for the conduct of the Business by Seller business of the Company and its Subsidiaries as currently conducted and as currently contemplated to be conducted, and (ii) are in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. Section 2.12(a) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, licensed leased by the Company or otherwise used or occupied by Seller in connection with the Business Company for the operation of the Company’s businesses (the “Leased Real Property”), together with the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement lease and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the Knowledge of Caliper, by any other fees payable thereunder. Seller party thereto. (b) Caliper has provided Parent delivered to Taconic true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (the “Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such current Lease Agreements are in full force and effectThe Company has not received any notice of a default, are valid and effective in accordance alleged failure to perform, or any offset or counterclaim with their respective terms, and there is not, under respect to any of such Lease AgreementsAgreement, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default)has not been fully remedied and withdrawn. The Closing consummation of the transactions contemplated by this Agreement will not affect the enforceability against any person of any such Lease Agreement or the rights of Seller the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a. (c) of the Seller Disclosure Schedule. The Leased Real Property is and any improvements thereon (i) are in good operating condition and repair, (ii) to the Knowledge of the Caliper, are free from structural, physical and mechanical defects, is (iii) are maintained in a manner consistent with standards generally followed with respect to similar properties, and is (iv) to the Knowledge of Caliper, are structurally sufficient and otherwise suitable for the conduct of the business of the Company as presently conducted. (bd) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any judgments or Liens, other than except (i) statutory as reflected in the Current Balance Sheet or the notes thereto, (ii) Liens for Taxes that Taxes, assessments and similar charges which are not yet due and payable payable, or non-material items that are being contested in good faith by appropriate proceedings faith, (iii) Liens securing Indebtedness of the Company and are disclosed in its Affiliates owing to Silicon Valley Bank, which Liens will be released as of the Closing, and (iv) such imperfections of title and encumbrances, if any, that do not materially detract from the value or materially interfere with the present use of the property subject thereto or affected thereby. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (e) Section 3.10(b2.12(e) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets items of equipment (the “Equipment”) with a book value in excess of $5,000 and owned or leased by Seller for use in the BusinessCompany, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (df) Upon and following The Company has the Closingvalid right to use, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (unrestricted by contract or persons to which Seller’s customers have granted rights) may have in such materialsstatute, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings)lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the Company’s current and former customers customers. (g) All improvements on the Leased Real Property (i) substantially conform to all applicable Laws, including zoning and building ordinances and health and safety ordinances, and such Leased Real Property is zoned for the various purposes for which the leased Real Property and improvements thereon are presently being used, and (ii) are adequate and sufficient for the operation of Seller (the “Customer Information”)business of the Company as presently conducted. Except for The Company has not received notice from any rights Seller’s customers (Governmental Entity or persons lessor requiring material work to which Seller’s customers have granted rights) may have in be done or material improvements to be made upon any of the Customer InformationLeased Real Property and, to the Knowledge of Caliper, no Person such work or improvements has been or will be requested by any other than Seller possesses any claims or rights with respect to use of the Customer Informationperson.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither the Company nor any of its Subsidiaries owns no any real property, nor has it the Company or any of its Subsidiaries ever owned any real property. Section 2.14(a) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company or any of its Subsidiaries for the operation of their business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto thereto, and, with respect to any current lease, subleaselicense, license sublease or other occupancy agreementright, the aggregate annual rental and/or other fees payable thereunder. Seller thereunder as of the date hereof. (b) The Company has provided made available to Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company or any of its Subsidiaries is bound, other than those identified in Section 2.14(a) of the Disclosure Schedule. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, except for such instances of non-compliance or failures to be in full force and effect as could not reasonably be expected to materially affect the ability of the Company or any of its Subsidiaries to obtain the benefit of such leases, and, except as set forth in Section 2.14(b) of the Disclosure Schedule, there is not, under any of such Lease Agreements, any existing default default, past due rentals or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Closing will not affect Neither the enforceability against Company nor any person of its Subsidiaries has received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement Agreement, which has not been fully remedied and withdrawn or waived by the rights landlord. The Company or any of Seller to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller its Subsidiaries currently occupies all of the Leased Real Property for the operation of its business except as set forth in Section 2.14(b) of the Business, and there Disclosure Schedule. There are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a2.14(b) of the Seller Disclosure Schedule. The Neither the Company nor any of its Subsidiaries owes brokerage commissions or finders fees with respect to any such Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for not reflected on the conduct of the business as presently conductedClosing Date Balance Sheet. (bc) Seller Neither the operation of the Company or any of its Subsidiaries on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. (d) Except as set forth in Section 2.14(d) of the Disclosure Schedule, the Company and each of its Subsidiaries has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable or are being contested in good faith by through appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection withfor which adequate reserves have been established, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) such imperfections of title and encumbrances, if any, which do not detract materially from the value or interfere with the present use of the property subject thereto or affected thereby and (iv) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for laborlandlords, materials lessors or supplies renters under leases or rental agreements and that are not material individually or in confined to property located at the aggregate Leased Real Property (collectively, the “Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (ce) Schedule 1.1(xxx) lists all The material Tangible Assets items of equipment owned or leased by Seller for use in the Business, and such Tangible Assets are Company or any of its Subsidiaries (i) are adequate for the conduct of the Business by Seller business of the Company and its Subsidiaries as currently conducted and as currently contemplated to be conducted, and (ii) are in good operating condition, regularly and properly maintainedcondition in all material respects, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. . (b) Section 2.13(b) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, subleased or licensed by or from the Company or otherwise used or occupied by Seller in connection with the Business Company (the “Leased Real Property”), the name . Section 2.13(b) of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies Disclosure Schedule sets forth a list of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including 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, with respect to any current lease, license, sublease or other occupancy right the aggregate annual rental payable thereunder and all amendments, terminations and modifications thereof (“Lease Agreements”); . The Company has Made Available true, correct and there are no other complete copies of the Lease Agreements for real property affecting the Leased Real Property or to which Company is boundAgreements. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The Closing will not affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct of business as presently conductedProperty. Seller The Company currently occupies all of the Leased Real Property for the operation of the Business, and there its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company does not owe brokerage commissions or finders fees with respect to any such Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, except as set forth subleases, licenses or other occupancy agreements for real property that are no longer in Section 3.10(aeffect and has no continuing liability with respect to such terminated agreements. (c) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conductedCompany’s business. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. (bd) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings payable, and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory such imperfections of title and encumbrances, if any, which do not detract from the value or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in interfere with the aggregate (“Permitted Liens”). All present use of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liensproperty subject thereto or affected thereby. (ce) Schedule 1.1(xxx) lists all The material Tangible Assets items of equipment owned or leased by Seller for use in the Business, and such Tangible Assets are Company (i) are adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) are in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property or is the Company party to any agreements to purchase or sell real property. . (b) Section 2.13(b) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, subleased or licensed by or from the Company or otherwise used or occupied by Seller in connection with the Business Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto andthereto, with respect to any current lease, sublease, license or other occupancy agreement, the size of the premises and the aggregate annual rental and/or other fees payable thereunder. Seller The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there There is not, under any of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default)) and no rent is past due. The Closing Lease Agreements are valid and effective in accordance with their respective terms, subject to (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. The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not affect the enforceability against not, result in any person breach of any such Lease Agreement or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of Seller to the continued use and possession Company or alter the rights or obligations of the Leased Real Property for the conduct sublessor, lessor or licensor under, or give to others any rights of business as presently conductedtermination, amendment, acceleration or cancellation of any Lease Agreements. Seller The Company currently occupies all of the Leased Real Property for the operation of the Businessits business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structuralsubject to normal wear and tear, physical and mechanical defectsand, as of the date hereof, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conductedconducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any law relating to such property or operations thereon. 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 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 Leased Real Property. (bc) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in and/or necessary for the Acquired Assetsconduct of the business of the Company as currently conducted, free and clear of any Liens, other than except (i) statutory Liens for Taxes that are not yet due and payable payable, (ii) such imperfections of title and encumbrances, if any, which do not materially detract from the value or are being contested in good faith by appropriate proceedings materially interfere with the present use of the property subject thereto or affected thereby, and are disclosed in (iii) Permitted Liens. Section 3.10(b2.13(c) of the Seller Disclosure Schedule or that otherwise are not material individually or sets forth the tangible properties and assets, real, personal and mixed, used and/or held for use in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All conduct of the Permitted Liens will terminate business of the Company with respect to an individual value of more than $10,000 as of the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liensdate hereof. (cd) Section 2.13(d) of the Disclosure Schedule 1.1(xxx) lists all material Tangible Assets items of equipment (the “Equipment”) owned or leased by Seller for use in the BusinessCompany as of the date hereof, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. . (b) Section 2.13(b) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, licensed or otherwise occupied by Seller in connection with the Business (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to real property (“Lease Agreements”) currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), including all amendments, terminations and modifications thereof (“thereof, the name of the current lessor, licensor, sublessor, master lessor and/or lessee, the term of the Lease Agreements”); Agreement and the size of the premises, and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is boundbound and the Company does not occupy or have a right to occupy any real property other than pursuant to such Lease Agreements. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there There is not, under any of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default)) and no rent is past due. The Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of Seller to the continued use and possession of Agreements for the Leased Real Property are valid, binding, and effective in accordance with their respective terms, subject to (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. The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. Except for the conduct Leased Real Property, the Company has never leased, subleased, used, occupied, or stored its property at any other real property and no employees, inventory or other tangible property of business as presently conductedthe Company is located at or on any real property, other than the Leased Real Property. Seller There is no default (and no circumstance which, with the passage of time, the giving of notice, or both, would result in a default) by the Company, or, to the Knowledge of the Company, by any other party, under any Lease Agreement or with respect to any Leased Real Property. (c) The Company has provided Parent with true, correct and complete copies of all Lease Agreements. The Company currently occupies all of the Leased Real Property for the operation of the BusinessProperty, and there are no other parties occupying, or with a right to occupy, the Leased Real Property. The execution and delivery of this Agreement by the Company does not, except as set forth in Section 3.10(a) and the consummation of the Seller Disclosure Scheduletransactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Lease Agreements, or otherwise adversely affect the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, repair and is structurally sufficient and otherwise suitable for the conduct of the business as presently conductedconducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violate any Law relating to such property or operations thereon. The Company could not be required to expend more than $20,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement. 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 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 Leased Real Property. To the Company’s Knowledge, there is no pending or threatened condemnation or similar proceeding or special assessments or improvements or activities of any public or quasi-public body which may give rise to any special assessment against any Leased Real Property. The Company has not received any notice from any insurance company of any defects or inadequacies in any Leased Real Property or any part thereof which could materially and adversely affect the insurability of such Leased Real Property or the premiums for the insurance thereof or requesting the performance of any repairs, alterations or other work with which compliance has not been made. (bd) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, in the Leased Real Property and all of the Acquired Assets, free its other tangible properties and clear of any Liens, other than (i) statutory Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets owned or leased by Seller for use in the Business, and such Tangible Assets are (i) adequate for the conduct of the Business by Seller as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.assets,

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. Section 2.12(a) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, subleased or licensed by or from the Company or otherwise used or occupied by Seller in connection with the Business Company for the operation of its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto (the “Lease Agreements”) and, with respect to any current lease, subleaselicense, license sublease or other occupancy agreement, right the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other All such Lease Agreements for real property affecting the Leased Real Property or to which Company is bound. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreementsleases, any existing default default, no rentals are past due, or event of default (or event which with notice or lapse of time, or both, would constitute a default)) by the Company or, to its Knowledge, any other party thereto. The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of Seller the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of . (b) To the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupyCompany’s Knowledge, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, defects and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property, nor such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. (bc) Seller There are no laws, statutes, rules, regulations or orders now in existence or, to the Company’s Knowledge, under active consideration by any Governmental Entity which would require the Company, as a tenant of any Leased Real Property, to make any expenditure in excess of $25,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $25,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the date hereof and as of the Closing). (d) The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value or are being contested in good faith by appropriate proceedings and are disclosed in interfere with the present use of the property subject thereto or affected thereby. (e) Section 3.10(b2.12(e) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets items of equipment (the "Equipment”) owned or leased by Seller for use in the BusinessCompany, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. Schedule 3.10(aSection 3.11(a) of the Company Disclosure Letter sets forth a list of all real property currently leased, subleased, subleased or licensed by or from the Company or otherwise used or occupied by Seller in connection with the Business Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto andthereto, with respect to any current lease, sublease, license or other occupancy agreement, the size of the premises and the aggregate annual rental and/or other fees payable thereunder. Seller . (b) The Company has provided Made Available to Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, subleases and other agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to to, the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound, other than those identified in Section 3.11(a) of the Company Disclosure Letter. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default or default, no rentals are past due and no event of default has occurred (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. Assuming the receipt of any necessary consents and/or waivers set forth on Section 3.11(b) of the Company Disclosure Letter, the Closing will not conflict with any Person of any Lease Agreement or affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company, the Interim Surviving Corporation or the Final Surviving Entity to the continued use and possession of the Leased Real Property for the conduct of business as presently currently conducted and as currently contemplated to be conducted. Seller The Company currently occupies all of the Leased Real Property for the operation of the Business, and there its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth . The Company is not party to any real estate broker agreement and does not owe brokerage commissions or finders fees with respect to any real property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in Section 3.10(asuch Lease Agreements. 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. (c) To the Knowledge of the Seller Disclosure Schedule. The Company the Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defectsdefects (subject to normal wear and tear), is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable and adequate for the conduct of the business as presently currently conducted and as currently contemplated to be conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. Neither the Company nor any Subsidiary could be required to expend more than $25,000 in the aggregate under all Leased Agreements to restore the Leased Real Property at the end of the term of the applicable Leased Agreement to the condition required under the Lease Agreement based on the present condition of the Leased Real Property. (bd) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Closing Balance Sheet, (ii) Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings payable, and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory such imperfections of title, if any, which do not detract from the value or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in interfere with the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets owned or leased by Seller for use in the Business, and such Tangible Assets are (i) adequate for the conduct of the Business by Seller as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to present use of the Customer Informationproperty subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither the Company nor any of its Subsidiaries owns no any real property, nor has it the Company or any of its Subsidiaries ever owned any real property. Section 2.12(a) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, licensed leased by the Company or any of its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company or any of its Subsidiaries for the operation of the Company’s business (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement lease and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller under any such lease. (b) The Company has provided Parent or its representatives true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which either the Company or any of its Subsidiaries is boundbound other than those identified in Section 2.12 of the Disclosure Schedule. All such current Lease Agreements are in full force and effect, are valid and effective enforceable in accordance with their respective terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies, and there is not, under any of such Lease Agreements, not any existing default or event of default (or event default, no rentals are past due, and no circumstance exists which solely with notice or lapse the passage of time, time or both, would constitute a default). The Closing will not affect the enforceability against any person of default under any such Lease Agreement or Agreement. Neither the rights Company nor any of Seller its Subsidiaries has received any notice of a default, alleged failure to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupyingperform, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed any offset or counterclaim with respect to similar propertiesany such Lease Agreement, which has not been fully remedied and is structurally sufficient and otherwise suitable for the conduct of the business as presently conductedwithdrawn. (bc) Seller Each of the Company and its Subsidiaries has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetstheir respective tangible properties and assets, real, personal and mixed (but excluding all Company Intellectual Property), used or held for use in their respective businesses, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which do not materially detract from the value or are being contested in good faith by appropriate proceedings and are disclosed in materially interfere with the current use of the property subject thereto or affected thereby. (d) Section 3.10(b2.12(d) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets items of equipment with an original purchase price in excess of $25,000 (the “Equipment”) owned or leased by Seller for use in the Business, Company or any of its Subsidiaries and such Tangible Assets are (i) Equipment is adequate for the conduct of the Business by Seller business of the Company and its Subsidiaries as currently conducted by the Company and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tearits Subsidiaries. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither the Company nor any of its Subsidiaries owns no any real property, nor has it the Company or any of its Subsidiaries ever owned any real property. Section 2.14(a) of the Disclosure Schedule 3.10(a) sets forth a complete and accurate list of all real property currently leased, subleased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company or any of its Subsidiaries (the “Leased Real Property”), including the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto and, with respect to any current lease, subleaselicense, license sublease or other occupancy agreementright, the square footage of the premises leased thereunder and the aggregate annual rental and/or other fees payable thereunder. Seller . (b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof and all consents and waivers relating thereto (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company or any of its Subsidiaries is bound, other than those identified in Section 2.14(a) of the Disclosure Schedule. All such current Lease Agreements are in full force and effect, are effect and valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default default, no rentals past due, or event of default (or event which with notice or lapse of time, or both, would could constitute a default). The Closing will not affect Neither the enforceability against Company nor any person of its Subsidiaries has received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement or the rights of Seller to the continued use Agreement, which has not been fully remedied and possession of the Leased Real Property for the conduct of business as presently conductedwithdrawn. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there There are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a2.14(a) of the Seller Disclosure Schedule. Neither the Company nor any of its Subsidiaries owe any brokerage commissions or finders fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (bd) Seller has The Company and its Subsidiaries have good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits material tangible properties and material assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value or are being contested in good faith by appropriate proceedings interfere with the present use of the property subject thereto or affected thereby. Each Lease Agreement constitutes the entire agreement of the landlord and are disclosed the tenant thereunder, and no term or condition thereof has been modified, amended or waived, except as described in Section 3.10(b2.14(a) of the Seller Disclosure Schedule or that otherwise are not material individually or and shown in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All copies of the Permitted Liens will terminate with respect Lease Agreements that have previously been delivered by the Company to Parent. The Company and its Subsidiaries have not transferred or assigned any interest in any such Lease Agreement, nor has the Acquired Assets upon Company or any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the Closing. At the Closing, Buyer will obtain good and valid title premises described therein to the Acquired Assets, free and clear of all Liens and Permitted Liensany other Person. (ce) Section 2.14(e) of the Disclosure Schedule 1.1(xxx) lists lists, as of March 31, 2008, all material Tangible Assets items of equipment (the “Equipment”) owned or leased by Seller for use in the BusinessCompany or any of its Subsidiaries, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company or any of its Subsidiaries as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither the Company nor its Subsidiary owns no real property, nor or has it ever owned any real property. Section 2.14(a) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, subleased or licensed by or from the Company or its Subsidiary or otherwise used or occupied by Seller in connection with the Business Company or its Subsidiary for the operation of their businesses (the “Leased Real Property”), the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto and, with respect to any current lease, subleaselicense, license sublease or other occupancy agreementright, the aggregate annual future rental and/or other fees payments (by year) payable thereunder. Seller has provided Parent . (b) Set forth in Section 2.14(b) of the Disclosure Schedule is a true, correct and complete copies copy of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there . There are no other Lease Agreements for real property affecting the Leased Real Property or to which Company or its Subsidiary is bound, other than those identified in Section 2.14(b) of the Disclosure Schedule. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default default, past due payment of rent, or event of default (or event which with notice or lapse of time, or both, would constitute a default). Neither the Company nor its Subsidiary has received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The Closing will not affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company or its Subsidiary to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller The Company and its Subsidiary currently occupies occupy all of the Leased Real Property for the operation of the Business, and there their business. There are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth . Neither the Company nor its Subsidiary owes brokerage commissions or finders fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in Section 3.10(asuch Lease Agreements. (c) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. The operation of the Company and its Subsidiary on the Leased Real Property does not, nor does such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. (bd) Seller The Company or its Subsidiary has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value or are being contested in good faith by appropriate proceedings and are disclosed in interfere with the present use of the property subject thereto or affected thereby. (e) Section 3.10(b2.14(e) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor lists each item of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets equipment owned or leased by Seller the Company or its Subsidiary having a replacement cost of more than $10,000 or that is not readily available for use purchase in the Business, and such Tangible Assets are ordinary course without undue delay or effort. The Company’s equipment is (i) adequate for the conduct of the Business by Seller business of the Company and its Subsidiary as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (df) Upon The Company and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers its Subsidiary have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in of actual and potential Content providers and Channel Outlets of the Company or its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”)Subsidiary. Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person No person other than Seller the Company or its Subsidiary possesses any claims or rights with respect to use of the Customer Informationsuch information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company and its Subsidiaries do not own any real property, nor has it the Company or its Subsidiaries ever owned any real property. Section 3.12(a) of the Company Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, licensed leased by the Company and its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company and its Subsidiaries for the operation of its businesses (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement lease and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the square footage of the premises leased thereunder and the aggregate annual rental and/or other fees payable thereunder. Seller has under any such lease. (b) The Company and its Subsidiaries have provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (the “Lease Agreements”); and there are no other Lease Agreements for real property property, affecting the any Leased Real Property or to which Company or its Subsidiaries is bound. Each Lease Agreement constitutes the entire agreement of the landlord and the tenant thereunder, and no term or condition thereof has been modified, amended or waived except as shown in the copies of the Lease Agreements that have previously been delivered by the Company to Parent. Neither the Company nor its Subsidiaries has transferred or assigned any interest in any such Lease Agreement, nor has the Company or its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective termsenforceable (subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and there is not(ii) rules of law governing specific performance, under injunctive relief and other equitable remedies). The Company and its Subsidiaries are not in default of any Lease Agreement, no rentals are past due, and no circumstance exists, which, with notice, the passage of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, time or both, would could constitute a default of any material term under any Lease Agreement. Neither the Company nor its Subsidiaries has received any notice in writing of a default), alleged failure to perform, or any offset or counterclaim with respect to any Lease Agreement, which has not been fully remedied and withdrawn. The Closing consummation of the transactions contemplated hereby will not affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company, its Subsidiaries or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the . (c) Each Leased Real Property for the operation and all of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property its operating systems is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. No law, ordinance, regulation or restriction is, or as of the Closing Date will be, violated by the continued occupancy, maintenance, operation or use of any Leased Real Property in its present manner. No Lease Agreement will require the Company or its Subsidiaries to incur costs or expenses in excess of $50,000 for restoration of the premises subject to such Lease Agreement upon termination of such Lease Agreement. (bd) Seller has The Company and its Subsidiaries have good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetspersonal properties and tangible assets, used, held for use in the conduct of the business of the Company and its Subsidiaries as currently conducted, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet and Liens securing debt that is reflected on the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection withfaith, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory such imperfections of title and encumbrances, if any, that do not detract from the value or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in interfere with the aggregate (“Permitted Liens”). All present use of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closingproperty subject thereto or affected thereby, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and (iv) Permitted Liens. (ce) Schedule 1.1(xxxAll material items of equipment (collectively the “Equipment”) lists all material Tangible Assets owned or leased by Seller for use in the Business, Company and such Tangible Assets its Subsidiaries are (i) adequate for the conduct of the Business by Seller business of the Company and its Subsidiaries as currently conducted and as currently contemplated proposed to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither the Company nor any of its Subsidiaries owns no any real property, nor property or has it ever owned any real property and is not party to any Contract to purchase any real property. Schedule Section 3.10(a) of the Disclosure Schedule sets forth a complete and accurate list of all real property currently leased, subleased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company or any of its Subsidiaries (the “Leased Real Property”), including the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto and, with respect thereto. (b) The Company has made available to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company or any of its Subsidiaries is bound, other than those identified in Section 3.10(a) of the Disclosure Schedule. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default material default, or event of default (or event which with notice or lapse of time, or both, would constitute a material default), and no rentals are past due. The Closing will Company has not affect the enforceability against received any person written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement Agreement, which has not been fully remedied and withdrawn. The Company or the rights any of Seller to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller its Subsidiaries currently occupies all of the Leased Real Property for the operation of the Business, and there its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. Neither the Company nor any of its Subsidiaries owes brokerage commissions or finder’s fees with respect to any such Leased Real Property or is a party to any Contract or subject to any Claim that may require the payment of any real estate broker commissions. The Company has performed in all material respects all of its obligations under any termination agreements pursuant to which it has terminated any leases, except as set forth subleases, licenses or other occupancy agreements for real property that are no longer in Section 3.10(aeffect and has no continuing material liability with respect to such terminated agreements. (c) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained repair in a manner consistent with standards generally followed with respect to similar propertiesall material respects, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operations of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so called non-conforming use exceptions. There is not existing, the Company has not received any written notice of, and to the Knowledge of the Company, there is not presently contemplated or proposed, any eminent domain, condemnation or similar action, or, to the Company’s Knowledge, zoning action or proceeding, with respect to any portion of the Leased Real Property. To the Company’s Knowledge, (i) there are no Laws now in existence which would require the tenant of any Leased Real Property to make any material expenditure to modify or improve such Leased Real Property to bring it into compliance therewith, and (ii) the Company shall not be required to expend more than $50,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property at the end of the term is the same as of the Agreement Date and as of the Closing). (bd) Seller The Company or its Subsidiaries has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than (i) statutory except for Permitted Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or as reflected in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted LiensCurrent Balance Sheet. (ce) Schedule 1.1(xxx) lists all material Tangible Assets The equipment owned or leased by Seller for use in the Business, and such Tangible Assets are Company or its Subsidiaries (i) are adequate for the conduct of the Business by Seller Company’s business as currently conducted and as currently contemplated to be conducted, and (ii) are in good operating condition, regularly and properly maintainedcondition in all material respects, subject to normal wear and tear. (df) Upon Notwithstanding the foregoing, the representations and following warranties in this Section 3.10 do not apply to Company Intellectual Property Assets which are covered exclusively by the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole representations and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use warranties of the Customer InformationCompany in Section 3.11.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. Section 3.14(a) of the Company Disclosure Schedule 3.10(a) sets forth a complete and accurate list of all real property currently leased, subleased, subleased or licensed by or from the Company or otherwise used or occupied by Seller in connection with the Business Company (the “Leased Real Property”), including the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto and, with respect thereto. (b) The Company has made available to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, subleases and agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to to, the Leased Real Property, including all written amendments, terminations and modifications thereof and the material terms of any unwritten amendments, terminations or modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company is bound. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), and no rentals are past due. The Closing will Company has not affect received any written, or to the enforceability against Company’s Knowledge, any person other notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The execution and delivery by the Company of this Agreement or and any Related Agreements to which the rights of Seller to Company is a party, and the continued use and possession consummation of the Leased Real Property for the conduct transactions contemplated hereby and thereby, will not conflict with or result in any violation of business as presently conductedor default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under any Lease Agreement. Seller The Company currently occupies all of the Leased Real Property for the operation of the Business, and there its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any real estate brokerage agreements or owe brokerage commissions or finders fees with respect to any real property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, except as set forth subleases, licenses or other occupancy agreements for real property that are no longer in Section 3.10(aeffect and has no continuing liability with respect to such terminated agreements. (c) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, subject to normal wear and tear, free from any material structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conductedconducted in all material respects. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. The Company has not received any written notice of any eminent domain, condemnation or similar action. To the Company’s Knowledge, (i) there are no Laws as of the date hereof in existence or under active consideration as of the date hereof by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $50,000 to modify or improve such Leased Real Property to bring it into compliance therewith, and (ii) to the Company’s Knowledge, assuming the expiration of the terms of al Lease Agreements as of the date of this Agreement, the Company is not required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property to the condition required under the Lease Agreement. (bd) Seller The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits material tangible properties and assets, personal and mixed, used or held for use in its business, free and clear of any Liens, other than (i) statutory Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or except as reflected in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted LiensCurrent Balance Sheet. (ce) Schedule 1.1(xxx) lists all The material Tangible Assets equipment owned or leased by Seller for use the Company in the Business, and such Tangible Assets are all material respects (i) is adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither the Company nor any of its Subsidiaries owns no any real property, nor has it the Company or any of its Subsidiaries ever owned any real property. Section 3.12(a) of the Disclosure Schedule 3.10(a) sets forth a complete and accurate list of all real property currently leased, subleased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company or any of its Subsidiaries (the “Leased Real Property”) together with the names of the parties to each Lease Agreement (defined below), the name of the lessor, sublessor, licensor, master lessor and/or lessee, and the date and term of the lease, sublease, license or other occupancy agreement and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller Lease Agreement. (b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements Contracts for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company is bound. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective termseffective, and there is not, under any of such Lease Agreements, any existing default default, or event of default (or event which with notice or lapse of time, or both, would constitute a default)) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Neither the Company nor any of its Subsidiaries has received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The execution and delivery of this Agreement does not and the Closing will not affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company, any of its Subsidiaries or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Lease Agreement. Seller The Company and its Subsidiaries currently occupies occupy all of the Leased Real Property for the operation of the Business, and there its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) . Neither the Company nor any of the Seller Disclosure Schedule. The Leased Real Property its Subsidiaries owes brokerage commissions or finders fees or is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed party to any broker agreements with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (b) Seller has good and valid title to or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assets, free and clear of any Liens, other than (i) statutory Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets owned or leased by Seller for use in the Business, and such Tangible Assets are (i) adequate for the conduct of the Business by Seller as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.Leased Real

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no The Company does not own any real property, nor has it the Company ever owned any real property. . (b) Section 2.13(b) of the Disclosure Schedule 3.10(a) sets forth a true, correct and complete list of all real property currently leased, subleased, subleased or licensed by or from the Company or otherwise used or occupied by Seller in connection with the Business Company (the “Leased Real Property”), including (i) the name of the lessor, licensor, sublessor, licensor, master lessor and/or lessee, ; (ii) the date and term of the lease, subleaselicense, license sublease or other occupancy agreement right and each amendment thereto and, thereto; and (iii) with respect to any current lease, subleaselicense, license sublease or other occupancy agreementright, the square footage of the premises leased thereunder and the aggregate annual rental and/or other fees payable thereunder. Seller . (c) The Company has provided made available to Parent true, correct and complete copies of all current leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof and all consents and waivers relating thereto (“Lease Agreements”); and . Other than those identified on Section 2.13(b) of the Disclosure Schedule, there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company is bound. All such current Lease Agreements are in full force and effect, are effect and valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default default, no rentals past due, or Company event of default (or event which with notice or lapse of time, or both, would could constitute a Company default). The Company has not received any notice of a default, alleged failure to perform or any offset or counterclaim with respect to any such Lease Agreement that, as of the date of this Agreement, has not been fully remedied and withdrawn. Except as set forth on Section 2.13(b) of the Disclosure Schedule, the Closing will not affect the enforceability against any person Person of any such Lease Agreement or the any rights of Seller the Company or the Surviving Company thereunder or otherwise with respect to any Leased Real Property, including the right to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller The Company currently occupies all of the Leased Real Property for the operation of its business except as set forth on Section 2.13(b) of the BusinessDisclosure Schedule. Except as set forth on Section 2.13(b) of the Disclosure Schedule, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except . Except as set forth in on Section 3.10(a2.13(b) of the Seller Disclosure Schedule. , the Company does not owe any brokerage commissions or finders’ fees with respect to any Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreement. (d) The Leased Real Property is (i) in good reasonable operating condition and repair, free from structural, physical and mechanical defects, is (ii) maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise (iii) suitable for the conduct of the business as presently conducted. To the Knowledge of the Company, such Leased Real Property, including the improvements thereon, does not violate in any material respect any applicable building code, zoning requirement or Law relating to such property or operations thereon, and any such non-violation is not dependent on any “non-conforming use” exceptions. (be) Seller To the Knowledge of the Company, as of the date of this Agreement, the landlord under each Lease Agreement has complied materially with all of the requirements, conditions, representations, warranties and covenants of the landlord thereunder, including the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Lease Agreements. (f) The Company has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits material tangible properties and material assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens for Taxes that are not yet due and payable and (iii) such imperfections of title and encumbrances, if any, that do not detract from the value or are being contested in good faith by appropriate proceedings interfere with the present use of the property subject thereto or affected thereby. Each Lease Agreement constitutes the entire agreement of the landlord and are disclosed in the tenant thereunder, and no term or condition thereof has been modified, amended or waived, except as described on Section 3.10(b2.13(b) of the Seller Disclosure Schedule or that otherwise are not material individually or and shown in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All copies of the Permitted Liens will terminate with respect Lease Agreements that have been made available to Parent. Except as set forth on Section 2.13(f) of the Acquired Assets upon Disclosure Schedule, the Closing. At Company has not transferred or assigned any interest in any Lease Agreement, nor has the Closing, Buyer will obtain good and valid title Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to the Acquired Assets, free and clear of all Liens and Permitted Liensany other Person. (cg) Section 2.13(g) of the Disclosure Schedule 1.1(xxx) lists lists, as of March 31, 2011, all material Tangible Assets items of equipment (the “Equipment”) owned or leased by Seller for use in the BusinessCompany, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller Neither the Company nor any of its Subsidiaries owns no any real property, nor has it the Company or any of its Subsidiaries ever owned any real property. Section 2.12(a) of the Schedule 3.10(a) of Exceptions sets forth a list of all real property currently leased, subleased, licensed leased by the Company or any of its Subsidiaries or otherwise used or occupied by Seller in connection with the Business Company or any of its Subsidiaries for the operation of the Company’s or its Subsidiaries’ businesses (the “Leased Real Property”), together with the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement lease and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company is boundthereto. All such current Lease Agreements are in full force and effect, are valid and effective binding agreements of the Company and, to the Company’s Knowledge, any other party thereto, in accordance with their respective terms, and there is not, under any of such Lease Agreementsleases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto. (b) The Company has made available to Parent true, correct and complete copies of all leases, lease guaranties, subleases, Contracts for the leasing, use or occupancy of, or otherwise granting a material right in the Leased Real Property, including all amendments, terminations and modifications thereof (the “Lease Agreements”); and there are no other Lease Agreements affecting the real property or to which the Company or any of its Subsidiaries is bound, other than those identified in Section 2.12(a) of the Schedule of Exceptions. Neither the Company nor any of its Subsidiaries has received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any Lease Agreement, which has not been fully remedied and withdrawn. The Closing consummation of the transactions contemplated by this Agreement will not affect the enforceability against any person Person of any such Lease Agreement or the rights of Seller the Company, any of its Subsidiaries or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a. (c) of the Seller Disclosure Schedule. The Leased Real Property is and any improvements thereon are: (i) in good operating condition and repair, reasonable wear and tear excepted, and otherwise suitable for the conduct of the business as presently conducted; (ii) to the Knowledge of the Company, structurally sufficient and free from structural, physical and mechanical defects; and (iii) to the Knowledge of the Company, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (bd) Seller The Company and each of its Subsidiaries has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assetsits tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any judgments or Liens, other than except (i) statutory as reflected in the Current Balance Sheet, (ii) Liens securing debt that is reflected on the Current Balance Sheet, (iii) Liens for Taxes that Taxes, assessments and similar charges which are not yet due and payable payable, or are being contested in good faith by appropriate proceedings and are have been disclosed in Section 3.10(b2.12(d) of the Seller Disclosure Schedule of Exceptions, and (iv) such imperfections of title and encumbrances, if any, that do not materially detract from the value or that otherwise are not material individually materially interfere with the present use of the property subject thereto or in the aggregate; affected thereby (ii) deposits or pledges made in connection withcollectively, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (ce) Section 2.12(e) of the Schedule 1.1(xxx) of Exceptions lists all material Tangible Assets items of equipment (the “Equipment”) with a book value in excess of $10,000 and owned or leased by Seller for use in the BusinessCompany or any of its Subsidiaries, and such Tangible Assets are Equipment is (i) adequate for the conduct of the Business by Seller business of the Company and each of its Subsidiaries as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (df) Upon The Company and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. its Subsidiaries have either (ei) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any judgments or Liens, of or (ii) the valid right to use unrestricted by Contract or applicable Law, all customer lists (except as disclosed by Seller in its public filings)lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the their current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no No Person other than Seller the Company and its Subsidiaries possesses any licenses, Liens, claims or rights with respect to the use of the Customer InformationInformation owned by the Company or any of its Subsidiaries. (g) All improvements on the Leased Real Property (i) substantially conform to all applicable Laws, including zoning and building ordinances and health and safety ordinances, and such Leased Real Property is zoned for the various purposes for which the Leased Real Property and improvements thereon are presently being used, and (ii) are adequate and sufficient for the operation of the business of the Company and its Subsidiaries as currently conducted. Neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity or lessor requiring material work to be done or material improvements to be made upon any of the Leased Real Property and to the Knowledge of the Company no such work or improvements has been or will be requested by any Person.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller No Acquired Entity now owns no real property, nor or has it ever owned any real property. . (b) Section 2.12(b) of the Disclosure Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, licensed or otherwise occupied by Seller in connection with the Business (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to all real property currently leased, subleased or licensed by or from any Acquired Entity or otherwise used or occupied by an Acquired Entity for the operation of its businesses (the “Leased Real Property”), including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company any Acquired Entity is bound. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there There is not, under any of such Lease Agreements, any existing default by any Acquired Entity or, to the Knowledge of the Acquired Entities or event of default (the Founders, by any other Person, or any event which with notice or lapse of time, or both, would constitute a default)default by any Acquired Entity or, to the Knowledge of the Acquired Entities or the Founders, by any other Person, and no rent is past due. The Closing will not affect Lease Agreements are valid and effective in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights, relief of debtors, and remedies generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. No Acquired Entity has received any written (or to the enforceability against Knowledge of the Acquired Entities or the Founders, oral) notice of a default, alleged failure to perform, or any person of offset or counterclaim with respect to any such Lease Agreement or the rights of Seller to the continued use Agreement, which has not been fully remedied and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conductedwithdrawn. (bc) Seller has The Acquired Entities have good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in and/or necessary for the conduct of the business of the Acquired AssetsEntities as currently conducted, free and clear of any Liens, other than except (i) statutory Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and are disclosed in Section 3.10(b) of the Seller Disclosure Schedule or that otherwise are not material individually or in the aggregate; (ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated by applicable law; or (iii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that are not material individually or in the aggregate (“Permitted Liens”). All of the Permitted Liens will terminate with respect to the Acquired Assets upon the Closing. At the Closing, Buyer will obtain good and valid title to the Acquired Assets, free and clear of all Liens and Permitted Liens. (c) Schedule 1.1(xxx) lists all material Tangible Assets owned or leased by Seller for use in the Business, and such Tangible Assets are (i) adequate for the conduct of the Business by Seller as currently conducted and as currently contemplated to be conductedpayable, and (ii) such imperfections of title and encumbrances, if any, which do not materially detract from the value or materially interfere with the present use of the property subject thereto or affected thereby. (d) All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Acquired Entities are in good operating condition, regularly condition and properly maintainedrepair, subject to normal wear and tear, and are reasonably fit and usable for the purposes for which they are being used. (d) Upon and following the Closing, Buyer shall be able to use the Acquired Assets in substantially the same manner as Seller prior to the Closing. (e) Except for any rights that Seller’s customers (or persons to which Seller’s customers have granted rights) may have in such materials, Seller has sole and exclusive ownership, free and clear of any Liens, of all customer lists (except as disclosed by Seller in its public filings), customer correspondence and customer licensing and purchasing histories relating to the current and former customers of Seller (the “Customer Information”). Except for any rights Seller’s customers (or persons to which Seller’s customers have granted rights) may have in the Customer Information, no Person other than Seller possesses any claims or rights with respect to use of the Customer Information.