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) The Company owns no real property, nor has it ever owned any real property. Section 2.12(a) of the Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees 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, 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) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default). (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Disclosure Schedule lists all material items of equipment (the "Equipment") owned or leased by the Company and such Equipment is, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The Company owns no does not own any real property, nor has it the Company ever owned any real property. Section 2.12(a2.16(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaselease (and, with respect to any property subleased out by the Company, the name of the sublessee, the duration of the sublease and the aggregate annual rental payable to the Company). 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), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is which are not, under any of such leasesindividually or in the aggregate, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default). (b) material. The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Sheet, and except for Liens for Taxes not yet due and payable and (ii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, value or interfere with the present use, use of the property subject thereto or affected thereby. (c) . Section 2.12(c2.16(b) of the Company Disclosure Schedule lists sets forth a list of all personal property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payable under any such lease (and, with respect to any property subleased out by the Company, the name of the sublessee, the duration of the sublease and the aggregate annual rental payable to the Company). 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), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) which are not, individually or in the aggregate, material. All material items of equipment (the "Equipment") owned or leased by the Company and such Equipment is, are (i) adequate for the conduct of the business of the Company Company, as applicable, 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) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The 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(a2.13(a) of the Disclosure Schedule sets forth a complete and accurate list of all real property currently leased leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the CompanyCompany or any of its Subsidiaries (the “Leased Real Property”), including the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease lease, license, sublease or other occupancy right and each amendment thereto and, with respect to any current lease, license, sublease or other occupancy right, the square footage of the premises leased thereunder and the aggregate annual rental and/or payable thereunder. (b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in 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 fees payable under Lease Agreements for real property affecting the Leased Real Property or to which Company or any such leaseof its Subsidiaries is bound, other than those identified in Section 2.13(a) of the Disclosure Schedule. All such current leases 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 leasesLease 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 constitute a default) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would could 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. There are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 2.13(a) of the 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. (bc) The Leased Real Property is sufficient and otherwise suitable for the conduct of the business as presently conducted. (d) The Company has and its Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its material tangible properties and material assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and except for Sheet, (ii) Liens for Taxes not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, value or interfere with the present use, use of the property subject thereto or affected thereby. (c) . 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 described in Section 2.12(c2.13(a) of the Disclosure Schedule lists and shown in the copies of the 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 Company or any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. (e) Section 2.13(e) of the Disclosure Schedule lists, as of March 10, 2009, all material items of equipment (the "“Equipment"”) owned or leased by the Company or any of its Subsidiaries, and such Equipment is, is (i) adequate for the conduct of the 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) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The Company owns no does not own any real property, nor has it the Company ever owned any real property. Section 2.12(a2.16(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaselease (and, with respect to any property subleased out by the Company, the name of the sublessee, the duration of the sublease and the aggregate annual rental payable to the Company). 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), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is which are not, under any of such leasesindividually or in the aggregate, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default)material. (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Sheet, and except for Liens for Taxes not yet due and payable and (ii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, value or interfere with the present use, use of the property subject thereto or affected thereby. Section 2.16(b) of the Company Disclosure Schedule sets forth a list of all personal property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payable under any such lease (and, with respect to any property subleased out by the Company, the name of the sublessee, the duration of the sublease and the aggregate annual rental payable to the Company). 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), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) which are not, individually or in the aggregate, material. (c) Section 2.12(c) of the Disclosure Schedule lists all All material items of equipment (the "“Equipment"”) owned or leased by the Company and such Equipment is, are (i) adequate for the conduct of the business of the Company Company, as applicable, 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) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The Company owns no does not own any real property, nor has it ever owned any real property. Section Schedule 2.12(a) of the Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees 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) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default). (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and except for Sheet, (ii) Liens for Taxes not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, value or interfere with the present use, use of the property subject thereto or affected thereby. (c) Section Schedule 2.12(c) of the Disclosure Schedule lists all material items of equipment (the "“Equipment"”) owned or leased by Company. The Equipment is adequate for the operation of the Company and such Equipment is, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files lists, customer contact information, customer correspondence and other customer information licensing and purchasing histories relating to customers of the Company's its current and former customers customers. (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use e) All of the Customer Informationassets, properties and rights of every type and description, real, personal tangible and intangible used by Company or any of its subsidiaries in the conduct of the Business as currently conducted are owned by Company free and clear of any Liens or are leased or licensed to Company, and pursuant to this Agreement and the transactions contemplated hereby will be transferred to Buyer as of the Closing Date. All such leases and licenses have been provided to the Buyer or its counsel.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company owns no does not own a fee interest in any real property, nor has it ever owned a fee interest in any real propertyproperty since its inception. Section 2.12(a2.10(a) of the Disclosure Company Schedule sets forth a list of all real property currently currently, or at any time in the past, leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current real property leases are in full force and effect, are valid and effective in accordance with their respective terms, may be enforced by the Surviving Entity as the lessee after the Merger, and there is not, under any of such leases, any are no existing default defaults or event events of default (or event events which with notice or lapse of time, or both, would constitute a default) andby the Company or its subsidiaries thereunder, or to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under by any of such leases, an existing default or event of default by a other party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default)thereto. (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, . All such owned properties and assets are free and clear of any Liens, except as reflected in the Current Balance Sheet Company Financials and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. All such leased assets and properties are free and clear of any Liens which would interfere with, restrict or prohibit the valid use of such leased assets or properties by the Surviving Entity after the Merger in accordance with the leases related thereto and for the purposes for which the Company initially leased, and currently uses and proposes to use, such leased assets and properties. After the Closing Date, the Surviving Entity will be entitled to the continued possession and use of the personal property leased by the Company, for the terms specified in such leases and for the purposes consistent with the past practices of the Company. (c) Section 2.12(c) of the Disclosure Schedule lists all material items of All equipment (the "“Equipment"”) owned or leased by the Company and such Equipment isCompany, taken as a whole, (i) is adequate for the conduct of the business of the Company as currently conducted and proposed to be conducted (including by the Surviving Entity after the Merger), (ii) is regularly and properly maintained in accordance with the manufacturer’s recommendations and any lessor’s guidelines, (iii) is in good operating condition, regularly and properly maintained, subject only to normal wear and tear. tear for the age and usage of such respective Equipment, and (div) The except for failures to comply as would not result in liability to the Company has sole in excess of $10,000 individually or $50,000 in the aggregate, complies with all applicable laws and exclusive ownership, free and clear of any Liens, of all customer files and other customer information regulations relating to customers of such Equipment and the Company's current and former customers (the "Customer Information"). No person other than use thereof by the Company possesses any claims or rights with respect to use of (and the Customer InformationSurviving Entity after the Merger).

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company owns no real propertyand each Subsidiary has good and marketable title to all of its respective properties and assets, nor has it ever owned real, personal and mixed, reflected in the Company Current Balance Sheet or acquired after the date of the Company Current Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Company Current Balance Sheet in the ordinary course of business), or with respect to leased properties and assets, valid leasehold interests in, free and clear of all mortgages, liens, pledges, charges or encumbrances of any real propertykind or character, except (i) the lien of current taxes not yet due and payable, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties and (iii) liens securing debt which is reflected on the Company Current Balance Sheet (such liens referenced in subsections (i)-(iii) herein referred to as “Permitted Liens”). The plants, property and equipment of the Company and Subsidiaries that are used in the operations of their businesses are in good operating condition and repair. All properties used in the operations of the Company and its Subsidiaries are reflected in the Company Current Balance Sheet to the extent GAAP requires the same to be reflected. Section 2.12(a3.13(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property currently owned or leased by the CompanyCompany and by each Subsidiary, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, and the aggregate annual rental and/or and other fees payable under any such lease. All such current Such leases are in full force and effectgood standing, are valid and effective in accordance with their respective terms, and there is not, not under any of such leases, leases any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default). (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c3.13(b) of the Company Disclosure Schedule lists all material items of equipment (the "“Equipment"”) owned or leased by the Company and its Subsidiaries, and such Equipment is, taken as a whole, (i) adequate for the conduct of the business of the Company as currently conducted conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (dc) The None of the Company, the Stockholders or the Company Principals has sole and exclusive ownership, free and clear sold or otherwise released for distribution any of any Liens, of all the Company’s customer files and other customer information relating to customers of the Company's ’s current and former customers (the "“Customer Information"”). No person other than 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) The Company owns no does not own any real property, nor has it ever owned any real property. Section Schedule 2.12(a) of the Disclosure Schedule sets forth a list of all real property currently leased or subleased by or from the Company, or otherwise occupied by the Company, the name of the lessor, master lessor, lessee and/or sublessee, as the case may be, and the date of the lease or sublease (collectively, “Leases”) and each amendment thereto and(collectively, “Leased Properties”) and with respect to any current leaseLeases, the aggregate annual rental and/or other fees payable under any such leaseLeases. All such current leases 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 leasesLeases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) andby the Company or, to the Knowledge of Company’s knowledge, any other party. To the Company’s Knowledge, Indemnitors and neither its operations on the StockholdersLeased Properties, there is notnor such Leased Properties, under including improvements thereon, violates any of such leasesapplicable building code, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of timezoning requirement, or bothclassification or statute relating to the particular property or such operations, would constitute 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 defaultright to occupy, the Leased Properties except as identified on Schedule 2.12(a). (b) The Company has good and valid marketable title to, or, in the case of leased properties the Leased Properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet Company Financials or otherwise disclosed in Schedule 2.12(b) and except for Liens for Taxes taxes not yet due and payable payable, which, if required to be reflected, are reflected in the Company Financials, and such non-monetary imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section Schedule 2.12(c) of the Disclosure Schedule lists all material tangible items of equipment equipment, machinery, furniture, fixtures and tangible personal property (the "“Equipment"”) owned or leased by the Company and such Equipment isCompany. Except for property acquired or leased after the date hereof in accordance with Section 5.1 of this Agreement, the Equipment, as listed on Schedule 2.12(c), (i) constitutes all of the tangible assets of the Company, (ii) is adequate for the conduct of the business of the Company as currently conducted and (iiiii) is in good operating condition, regularly and properly maintained, subject to normal wear and teartear and reasonably fit and usable for the purposes for which they are being used. (d) The Company has sole and exclusive ownership, free and clear not sold or otherwise released for distribution any of any Liens, of all its customer files and other customer information relating to customers of the Company's ’s current and former customers (the "“Company Customer Information"”). No person other than the Company possesses any claims or rights with respect to use of the Company Customer Information.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company owns no does not own any real property, nor has it the Company ever owned any real property. Section 2.12(a3.16(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaselease (and, with respect to any property subleased out by the Company, the name of the sublessee, the duration of the sublease and the aggregate annual rental payable to the Company). 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), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is which are not, under any of such leasesindividually or in the aggregate, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default)material. (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and Sheet, (ii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, value or interfere with the present use, use of the property subject thereto or affected therebythereby and (iii) Liens in favor of Parent. 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), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) which are not, individually or in the aggregate, material. (c) Section 2.12(c) of the Disclosure Schedule lists all All material items of equipment (the "Equipment") owned or leased by the Company and such Equipment is, are (i) adequate for the conduct of the business of the Company Company, as applicable, 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) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The Company owns no does not own any real property, nor has it the Company ever owned any real property. . (b) Section 2.12(a2.12(b) of the Disclosure Schedule sets forth a list of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to all real property currently leased leased, subleased or licensed by or from the Company or otherwise used or occupied by the CompanyCompany for the operation of its business (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 name of Leased Real Property or to which the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaseCompany is bound. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, there There is not, under any of such leasesLease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) andand no rent is past due. The Lease Agreements are valid and effective in accordance with their respective terms, subject to the Knowledge (i) laws of the Companygeneral application relating to bankruptcy, Indemnitors insolvency and the Stockholdersrelief of debtors, there is notand (ii) rules of law governing specific performance, under any of such leases, an existing default or event of default by a party thereto injunctive relief and other than the Company (or event which with notice or lapse of time, or both, would constitute a default). (b) equitable remedies. The Company has good and valid title tonot received any notice of a default, oralleged failure to perform, in the case of leased properties and assets, valid leasehold interests in, all of their respective tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and offset or counterclaim with respect to any such imperfections of title and encumbrances, if anyLease Agreement, which are has not material in character, amount or extent, been fully remedied and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected therebywithdrawn. (c) Section 2.12(c) of the Disclosure Schedule lists all material items of equipment (the "“Equipment"”) owned or leased by the Company Company, and such Equipment is, is (i) adequate for the conduct of the business of the Company as currently conducted and conducted, (ii) in good operating condition, regularly and properly maintained, subject to normal wear and teartear and (iii) maintained in accordance with normal industry practice. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The Company owns and its subsidiaries own no real property, nor has it have they ever owned any real property. property since inception, except as provided in Section 2.12(a2.10(a) of the Disclosure Company Schedules. Section 2.10(a) of the Company Schedule sets forth a list of all real property currently currently, or at any time in the past, leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current real property leases are in full force and effect, are valid and effective in accordance with their respective terms, may be enforced by the Surviving Corporation as the lessee after the Merger and there is not, under any of such leases, any are no existing default defaults or event events of default (or event events which with notice or lapse of time, or both, would constitute a default) andthereunder. No subsidiary has owned or leased any real property since inception, to the Knowledge except as provided in Section 2.10(a) of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default)Schedule. (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, . All such owned properties and assets are free and clear of any Liens, except as reflected in the Current Balance Sheet Company Financials and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. All such leased assets and properties are free and clear of any Liens which would interfere with, restrict or prohibit the valid use of such leased assets or properties by the Surviving Corporation after the Merger in accordance with the leases related thereto and for the purposes for which the Company initially leased, and currently uses and proposes to use, such leased assets and properties. After the Closing Date, the Surviving Corporation will be entitled to the continued possession and use of the personal property leased by the Company, for the terms specified in such leases and for the purposes consistent with the past practices of the Company. (c) Section 2.12(c) of the Disclosure Schedule lists all material items of All equipment (the "“Equipment"”) owned or leased by the Company and such Equipment isCompany, taken as a whole, (i) is adequate for the conduct of the business of the Company as currently conducted and proposed to be conducted (including by the Surviving Corporation after the Merger), (ii) is regularly and properly maintained in accordance with the manufacturer’s recommendations and any lessor’s guidelines, (iii) is in good operating condition, regularly and properly maintained, subject only to normal wear and tear. tear for the age and usage of such respective Equipment except as set forth in Section 2.10(c) of the Company Schedule, and (div) The Company has sole and exclusive ownership, free and clear of any Liens, of complies with all customer files and other customer information Applicable Law (as defined in Section 2.21) relating to customers of such Equipment and the Company's current use thereof by the Company (and former customers (the "Customer Information"Surviving Corporation after the Merger). No person other than the Company possesses subsidiary has owned or leased any claims or rights with respect to use of the Customer InformationEquipment since inception.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company owns no real property, nor has it ever owned any real property. Section 2.12(a) Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property of the Company or any Subsidiary. The Company and each Subsidiary has good and marketable indefeasible fee simple title with respect to each parcel of Owned Real Property. As of the Closing Date, neither the Company nor any Subsidiary will have obligations, covenants, agreements, Taxes or other Liabilities relating to any parcel of Owned Real Property. (b) The Disclosure Schedule sets forth a list of all real property currently leased by the CompanyCompany or any Subsidiary or otherwise used or occupied by the Company or any Subsidiary (the “Leased Real Property”), together with the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees 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) andby the Company or any Subsidiary or, to the Knowledge of the Company, Indemnitors and any Subsidiary or the Stockholders, there is not, under by any of such leases, an existing default or event of default by a other party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default)thereto. (bc) The Company and all Subsidiaries have provided Blackbaud true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to 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 Subsidiary is bound, other than those identified in the Disclosure Schedule. Neither the Company nor any 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 consummation of the Transactions will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company or any Subsidiary to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. (d) 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. (e) The Company and all Subsidiaries have good and valid marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any judgments or Liens, except (i) as reflected in the Current Balance Sheet and except for Financial Statements, (ii) Liens for Taxes Taxes, assessments and similar charges which are not yet due and payable payable, or are being contested in good faith and have been disclosed in the Disclosure Schedule, and (iii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, value or materially interfere with the present use, or proposed use of the property subject thereto or affected thereby. (cf) Section 2.12(c) of the The Disclosure Schedule lists all material items of equipment (the "“Equipment"”) with a book value in excess of $5,000 and owned or leased by the Company or any Subsidiary, and such Equipment is, is (i) adequate for the conduct of the business of the Company as currently conducted conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (dg) The Company has and all Subsidiaries have either (i) sole and exclusive ownership, free and clear of any judgments or Liens, of or (ii) the valid right to use unrestricted by contract or statute, all customer files lists, customer contact information, customer correspondence and other customer information licensing and purchasing histories relating to customers of the Company's its current and former customers (the "“Customer Information"”). No person Person other than the Company possesses or its Subsidiaries possess any licenses, Liens, claims or rights with respect to the use of the Customer InformationInformation owned by the Company or any Subsidiary. (h) The properties and assets (tangible and intangible) owned or leased by the Company and each Subsidiary constitute all of the properties and assets necessary to conduct its business as heretofore conducted.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company owns no real property, nor has it the Company ever owned any real property. . (b) Section 2.12(a2.11(b) of the Disclosure Schedule sets forth a list of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to all real property currently leased leased, subleased or licensed by or from the Company or otherwise used or occupied by the CompanyCompany (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 name of Leased Real Property or to which the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaseCompany is bound. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, there There is not, under any of such leasesLease Agreements, any existing default or event of material default (or event which with notice or lapse of time, or both, would constitute a material default), and no rent is past due. The Lease Agreements are valid and effective in accordance with their respective terms, subject to (i) andlaws of general application relating to bankruptcy, to the Knowledge of the Company, Indemnitors insolvency and the Stockholdersrelief of debtors, there is notand (ii) rules of law governing specific performance, under injunctive relief and other equitable remedies. The Company has not received any notice of such leasesa default, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of timealleged failure to perform, or both, would constitute a default)any offset or counterclaim with respect to any such Lease Agreement. (bc) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its Material Properties, free and clear of any Liens, except (i) Liens for Taxes not yet due and payable, and (ii) such imperfections of title and encumbrances, if any, which do not materially detract from the value or materially interfere with the present or anticipated future use of the property subject thereto or affected thereby. “Material Properties” shall mean the tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Disclosure Schedule lists all material items of equipment (the "Equipment") owned or leased by the Company and such Equipment is, (i) adequate and/or necessary for the conduct of the business of the Company as currently conducted and (iiwith an individual value of more than $50,000 as set forth on Section 2.11(c) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer InformationDisclosure Schedule.

Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The 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 sets forth a list and brief description of all real property currently leased by the Company, Company or any of its subsidiaries or otherwise used or occupied by the name Company or any of its subsidiaries for the operation of the lessor, Company’s or its subsidiaries’ businesses (the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease“Leased Real Property”). 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 or, to the Company’s Knowledge, event which with notice or lapse of time, or both, would constitute a default) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would could constitute a default). (b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in 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 any Leased Real Property or to which Company or any of its subsidiaries is bound, other than those identified in Section 2.12(a) of the Disclosure Schedule. 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 or entity. Neither the Company nor any of 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 will not affect the enforceability against any person of any Lease Agreement or the rights of 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 of business as presently conducted. (c) Each Leased Real Property and all of its operating systems are in all material respects good operating condition and repair, subject to normal wear and tear, and is suitable for the conduct of the business as presently conducted. (d) As of the date of this Agreement, the landlord under each Lease Agreement has, to the Company’s Knowledge, complied 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. (e) 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. No notice has been given to the Company by any insurance company which has issued a policy with respect to any portion of any Leased Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made. To the Company’s Knowledge, there exist no structural, soil or other conditions with respect to any Leased Real Property that could increase the probability of material damage to any Leased Real Property as a result of earthquake or other seismic activity. In addition, no structural, soil or other conditions with respect to any Leased Real Property have adversely affected or, to the Company’s Knowledge, threaten to adversely affect, the use, occupancy or operation of any Leased Real Property. (f) 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. To the Company’s Knowledge, there are no laws, statutes, rules, regulations or orders by any Governmental Entity which could require the Company or any of its subsidiaries to make any expenditure in excess of $25,000 to modify or improve such Leased Real Property to bring it into compliance therewith. (g) There is no pending or, to the Company’s Knowledge, threatened condemnation or similar proceeding affecting any Leased Real Property or any portion thereof, and the Company has no Knowledge that any such action is currently contemplated. There are no legal actions, suits or other legal administrative proceedings pending or, to the Company’s Knowledge, threatened against the Company or any third parties affecting any Leased Real Property, and the Company is not aware of any facts which might result in any such action, suit or proceeding. (h) The Company and each of its subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and except for Sheet, (ii) Liens for Taxes and other governmental charges and assessments not yet due and payable payable, (iii) Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens, and (iv) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, value or interfere with the present use, use of the property subject thereto or affected thereby. (ci) Section 2.12(c) of the Disclosure Schedule lists all All material items of equipment (the "“Equipment"”) owned or leased by the Company and such Equipment is, each of its subsidiaries are (i) adequate for the conduct of the business of the Company and each of its subsidiaries as currently conducted conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The Company Neither the Issuer nor any Subsidiary owns no any real property, nor or ever has it ever owned any real property. Section 2.12(a3.25(a) of the Disclosure Schedule sets forth a list of all real property currently leased by the CompanyIssuer or any Subsidiary, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease and the expiration date of 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 material default or event of material default (or event which with notice or lapse of time, or both, would constitute a material default) and, to the Knowledge of the CompanyIssuer or any Subsidiary, Indemnitors and as the Stockholders, there is not, case may be. The transactions contemplated hereunder shall not cause the rental or other fees payable by the Issuer or any Subsidiary under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default)lease to escalate. (b) The Company Issuer and each of the Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, to all of their respective tangible properties and assets, real, its material personal and mixed, used or held for use in its businessproperty, free and clear of any Liens, except as reflected in Section 3.25(b) of the Current Balance Sheet and except for Liens for Taxes not yet due and payable Disclosure Schedule and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby; provided, however, that this representation does not apply to the title of any personal property as to which there is any other representation as to title, validity or enforceability set forth in this Agreement. (c) Section 2.12(c3.25(c) of the Disclosure Schedule lists all material items of equipment equipment, furniture supplies and other tangible properties and assets (the "EquipmentTangible Assets") owned or leased by the Company Issuer and such Equipment isthe Tangible Assets are, taken as a whole, (i) adequate for the conduct of the business of the Company Issuer as currently conducted and (ii) in good operating working condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The Company owns no does not own any real property, nor has it the Company ever owned any real property. Section 2.12(a3.16(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaselease (and, with respect to any property subleased out by the Company, the name of the sublessee, the duration of the sublease and the aggregate annual rental payable to the Company). 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), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is which are not, under any of such leasesindividually or in the aggregate, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default)material. (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and Sheet, (ii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, value or interfere with the present use, use of the property subject thereto or affected therebythereby and (iii) Liens in favor of Parent. 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), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) which are not, individually or in the aggregate, material. (c) Section 2.12(c) of the Disclosure Schedule lists all All material items of equipment (the "“Equipment"”) owned or leased by the Company and such Equipment is, are (i) adequate for the conduct of the business of the Company Company, as applicable, 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) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The 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(a3.13(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property currently leased leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the CompanyCompany or any of its Subsidiaries (the “Leased Real Property”). (b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, subleases, Contracts for the name of leasing, use or occupancy of, or otherwise granting a right in or relating to the lessorLeased Real Property, the date of the lease including all amendments, terminations and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leasemodifications thereof (“Lease Agreements”). All such current leases are in full force and effect, Lease Agreements are valid and effective in accordance with their respective termseffective, and there is not, under any of such leasesLease Agreements, any existing default default, or event of default by the Company or any of its Subsidiaries, nor to the Knowledge of the Company by any other party thereto, (or event which with notice or lapse of time, or both, would constitute a default) anddefault by the Company or any of its Subsidiaries, nor to the Knowledge of the CompanyCompany by any other Party thereto), Indemnitors that is or would reasonably be expected to be, individually or in the aggregate material to the Company and its Subsidiaries, taken as a whole. Neither the Stockholders, there is not, under 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 leasesLease Agreement, an existing default or event which has not been fully remedied and withdrawn. The Company and its Subsidiaries currently occupy all of default by a party thereto other than the Leased Real Property for the operation of its business. Neither the Company (nor any of its Subsidiaries owes brokerage commissions or event which finders fees or is party to any broker agreements with notice respect to any such Leased Real Property or lapse of time, or both, would constitute a default). (b) any other property. The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, its Subsidiaries have performed all of their respective tangible properties obligations under any termination agreements pursuant to which the Company or any of its Subsidiaries has terminated any leases, subleases, licenses or other occupancy agreements for real property that are no longer in effect and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and have no continuing liability with respect to such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected therebyterminated agreements. (c) Section 2.12(c) The Leased Real Property is suitable for the conduct of the Disclosure Schedule lists all business as presently conducted. To the Company’s Knowledge, (i) there are no Laws now in existence which could require the tenant of any Leased Real Property to make any expenditure in excess of $15,000 to modify or improve such Leased Real Property to bring it into compliance therewith, and (ii) neither the Company nor any of its Subsidiaries shall be required to expend more that $25,000 under any Lease Agreement 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 material items of equipment (the "Equipment") owned or leased by the Company and such Equipment is, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) its Subsidiaries is in all material respects in good operating condition, condition and regularly and properly maintained, maintained subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than 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) The Company owns no real property, nor has it ever owned any real propertyproperty since its inception. Section 2.12(a2.10(a) of the Disclosure Company Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current real property leases are in full force and effect, are valid and effective in accordance with their respective terms, terms and there is not, under any of such leases, any are no existing default defaults or event events of default (or event events which with notice or lapse of time, or both, would constitute a default) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default)thereunder. (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, . All such owned properties and assets are free and clear of any Liens, except as reflected in the Current Balance Sheet Company Financials and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. All such leased assets and properties are free and clear of any Liens which would interfere with, restrict or prohibit the valid use of such leased assets or properties in accordance with the leases related thereto and for the purposes for which the Company initially leased, and currently uses and proposes to use, such leased assets and properties. After the Closing Date, the Company will be entitled to the continued possession and use of the personal property leased by the Company, for the terms specified in such leases and for the purposes consistent with the past practices of the Company. (c) Section 2.12(c) of the Disclosure Schedule lists all material items of All equipment (the "“Equipment"”) owned or leased by the Company and such Equipment isCompany, taken as a whole, (i) is adequate for the conduct of the business of the Company as currently conducted and conducted, (ii) is regularly and properly maintained in accordance with the manufacturer’s recommendations and any lessor’s guidelines, (iii) is in good operating condition, regularly and properly maintained, subject only to normal wear and tear. tear for the age and usage of such respective Equipment, and (div) The Company has sole complies with all applicable laws and exclusive ownership, free and clear of any Liens, of all customer files and other customer information regulations relating to customers of such Equipment and the use thereof by the Company's current and former customers (the "Customer Information"). No person other than 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) The Company owns no does not own any real property, nor has it Company ever owned any real property. Section 2.12(a3.17(a) of the Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees 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) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default). (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and except for Sheet, (ii) Liens for Taxes not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, value or interfere with the present use, use of the property subject thereto or affected thereby. (c) Section 2.12(c3.17(c) of the Disclosure Schedule lists all material items of equipment (owned or leased by the "Equipment") Company with a historical cost in excess of $100,000 as of the date of this Agreement. All of the equipment owned or leased by the Company and such Equipment isused in its business, taken as a whole, is (i) adequate for the conduct of the business of the Company as currently conducted of the date of this Agreement except for capital expenditures needed to meet future capacity demands in the ordinary course of business, and (ii) in good operating condition, regularly and properly adequately maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files lists, customer contact information, customer correspondence and other customer information licensing and purchasing histories relating to customers of the Company's its current and former customers (the "“Customer Information"”). No person other than 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) The Company owns and its subsidiaries own no real property, nor has it have they ever owned any real propertyproperty since inception. Section 2.12(a2.10(a) of the Disclosure Company Schedule sets forth a list of all real property currently leased by the CompanyCompany or any of its subsidiaries for future payments of more than $250,000, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current real property leases are in full force and effect, are valid and effective in accordance with their respective terms, may be enforced by the Surviving Corporation as the lessee after the Merger and there is not, under any of such leases, any are no existing default defaults or event events of default (or event events which with notice or lapse of time, or both, would constitute a default) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (or event which with notice or lapse of time, or both, would constitute a default)thereunder. (b) The Company has and its subsidiaries have good and valid marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective tangible properties and assets, real, personal and mixed, used or held for use in its their business, . All such owned properties and assets are free and clear of any Liens, except as reflected in the Current Balance Sheet Company Financials and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. All such leased assets and properties are free and clear of any Liens which would materially interfere with, restrict or prohibit the valid use of such leased assets or properties by the Company and its subsidiaries in accordance with the leases related thereto and for the purposes for which the Company initially leased, and currently uses such leased assets and properties. (c) Section 2.12(c) of the Disclosure Schedule lists all material items of All equipment (the "“Equipment"”) owned or leased by the Company and such Equipment isor any of its subsidiaries, taken as a whole, (i) is adequate for the conduct of the business of the Company as currently conducted and conducted, (ii) is regularly and properly maintained in all material respects, and (iii) is in good operating condition, regularly and properly maintained, subject only to normal wear and teartear for the age and usage of such respective Equipment. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.