Common use of Real Property; Assets Clause in Contracts

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any Each parcel of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned by the Purchaser or any real property. Purchaser Subsidiary (bi) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct is owned free and complete list clear of all leasesEncumbrances, subleasesother than Permitted Encumbrances, licensesand (ii) is neither subject to any Governmental Order or order to be sold nor is being condemned, occupancy and other agreements under which the Company expropriated or otherwise taken by any public authority with or without payment of its Subsidiaries uses or occupies or has the right to use or occupycompensation therefor, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries ornor, to the Knowledge of the CompanyPurchaser’s Knowledge, the landlord thereunder exists under has any Real Property Leasesuch condemnation, expropriation or taking been proposed, in each case, except as, individually or in the aggregate, as would not reasonably be expected to have a Company Purchaser Material Adverse Effect. Except . (b) All leases or subleases relating to each parcel of real property currently leased or subleased by the Purchaser or any Purchaser Subsidiary 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 default (or event which, with notice or lapse of time, or both, would constitute a default) by the Purchaser or any Purchaser Subsidiary or, to the Purchaser’s knowledge after due inquiry, by the other party to such lease or sublease, or person in the chain of title to such leased premises, except as would not reasonably be expected to have, individually or in the aggregate, have a Company Purchaser Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company Purchaser and its Subsidiaries have each Purchaser Subsidiary has good and marketable title to to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in the assets reflected as owned on the most recent balance sheet business of the Company contained in Purchaser and the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Purchaser Subsidiaries, free and clear of any LiensEncumbrances, except for Permitted Lienssuch imperfections of title, if any, that do not materially interfere with the present value of the subject property, and except as would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) The assets of the Purchaser and the Purchaser Subsidiaries constitute all the properties, assets and rights forming a part of, used, held or intended to be used in, and all such properties, assets and rights as are necessary in the conduct of, the business of the Purchaser and the Purchaser Subsidiaries. All material items of equipment At all times since December 31, 2007, the Purchaser has caused such assets to be maintained in accordance with good business practice, and other tangible all such assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear are suitable for the purposes for which they are used and ongoing maintenance excepted)intended to be used, except as would not reasonably be expected to have a Purchaser Material Adverse Effect.

Real Property; Assets. (a) Neither the Company nor any Each parcel of its Subsidiaries currently owns any real property andowned by any Company, since January 1, 2014, have not any Subsidiary or any Group Company (i) is owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct free and complete list clear of all leasesEncumbrances, subleasesother than Permitted Encumbrances, licensesand (ii) is neither subject to any Governmental Order or order to be sold nor is being condemned, occupancy and other agreements under which the Company expropriated or otherwise taken by any public authority with or without payment of its Subsidiaries uses or occupies or has the right to use or occupycompensation therefor, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries ornor, to the Knowledge of the CompanySeller’s Knowledge, the landlord thereunder exists under has any Real Property Leasesuch condemnation, expropriation or taking been proposed, in each case, except as, individually or in the aggregate, as would not reasonably be expected to have a Company Seller Material Adverse Effect. Except . (b) The leases and subleases relating to each parcel of real property currently leased or subleased by the Companies, the Subsidiaries or the Group Companies 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 default (or event which, with notice or lapse of time, or both, would constitute a default) by the Companies, the Subsidiaries or the Group Companies or, to the Seller’s knowledge after due inquiry, by the other party to such lease or sublease, or person in the chain of title to such leased premises, in each case, except as would not reasonably be expected to have, individually or in the aggregate, have a Company Seller Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company As of the date of this Agreement, (i) each of the Companies, the Subsidiaries and the Group Companies has good and marketable title to, or, in the case of leased properties, valid leasehold or subleasehold interests in, all of its Assets, tangible and intangible, real, personal and mixed, used or held for use in the Business, free and clear of any Encumbrances, except for such imperfections of title, if any, that do not materially interfere with the present value of the subject property, (ii) the Seller, its subsidiaries and PRC-based Affiliates (other than the Companies, the Subsidiaries and the Group Companies) have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained to, or, in the Company SEC Reports filed prior to case of leased properties, valid leasehold or subleasehold interests in, the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Business Assets, free and clear of any LiensEncumbrances, and (iii) as of the Closing, the Companies, the Subsidiaries and the Group Companies shall have good and marketable title to, or, in the case of leased properties, valid leasehold or subleasehold interests in, all of the Business Assets, free and clear of any Encumbrances, in each case, except for Permitted Lienssuch imperfections of title, if any, that do not materially interfere with the present value of the subject property, and except as would not reasonably be expected to have a Seller Material Adverse Effect. (d) The Assets and the Business Assets constitute all the properties, assets and rights forming a part of, used, held or intended to be used in, and all such properties, assets and rights as are necessary in the conduct of, the Business. All material items of equipment At all times since December 31, 2007, the Seller has caused the Assets and other tangible assets owned by or leased the Business Assets to be maintained in accordance with good business practice, and all the Company Assets and its Subsidiaries the Business Assets are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear are suitable for the purposes for which they are used and ongoing maintenance excepted)intended to be used, except as would not reasonably be expected to have a Seller Material Adverse Effect.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently Company Subsidiary owns any real property and, since January 1, 2014, have not owned any real property. (b) . Section 4.17(b) 3.16 of the Company Disclosure Letter sets forth a list, as of the date hereof a truehereof, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under Contracts pursuant to which the Company or any of its Subsidiaries uses Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy, now or in the future, occupy any real property (the “Real Property Leases”). The subject to a Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto)Lease or any portion thereof. Each Real Property Company Lease is valid, binding and in full force and effect, all rent subject to the Enforceability Limitations, and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or no uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries Company Subsidiary or, to the Knowledge of the Company’s Knowledge, the landlord thereunder exists under with respect to any Real Property Company Lease, except as, individually . The Company or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, Subsidiary has a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each parcel of real property leased by them subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, except other than Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have or a Company Subsidiary has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the assets reflected as owned on the most recent balance sheet business of the Company contained in and the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Subsidiaries, taken as a whole, as currently conducted, free and clear of any all Liens, except for other than Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b4.16(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date hereof a truehereof, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable owned by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Subsidiary (“Owned Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectProperty”). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have or a Company Subsidiary owns good and valid leasehold interests in each parcel of real property leased by them title to the Owned Real Property, free and clear of all Liens, except other than Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of To the Company’s Knowledge, there is no threatened, pending or threatened condemnation proceeding with respect to any property leased of the Owned Real Property. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each lease, sublease or occupancy agreement pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property (other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material) (“Company Leases”) is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default on the part of the Real Property leasesCompany or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease, and (ii) the Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases, free and clear of all Liens, other than Permitted Liens. (c) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company and its Subsidiaries have Material Adverse Effect, the Company or a Company Subsidiary has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the assets reflected as owned on the most recent balance sheet business of the Company contained in and the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Subsidiaries, taken as a whole, as currently conducted, free and clear of any all Liens, except for other than Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b4.16(a) of the Company Disclosure Letter sets forth a complete and correct list, including a street address, as of the date hereof a truehereof, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which real property owned by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property Company Subsidiary (the “Owned Real Property LeasesProperty”). The Company has heretofore made available or a Company Subsidiary owns good and valid title to Parent truethe Owned Real Property, correct free and complete copies clear of all Real Property Leases (including all material modificationsLiens, amendmentsother than Permitted Liens. To the Company’s Knowledge, supplements, waivers and side letters thereto). Each Real Property Lease there is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company no pending or threatened condemnation proceeding with respect to any of its Subsidiaries the Owned Real Property. Except as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company orhas not had, if applicable, any of its Subsidiaries or, and would not reasonably be expected to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except ashave, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company or its applicable Subsidiary has not leased or otherwise granted to any person the right to use or occupy such Owned Real Property or any portion thereof, except as disclosed in Section 4.16(a) of the Company Disclosure Letter; and (ii) other than the right of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property, any portion thereof or any interest therein. (b) Section 4.16(b)(i) of the Company Disclosure Letter sets forth a complete and correct list, as of the date hereof, of each real property that the Company or any Company Subsidiary leases, subleases or occupies (“Leased Real Property”) and the store name or street address of each such Leased Real Property. Section 4.16(b)(ii) of the Company Disclosure Letter sets forth a complete and correct list, as of the date hereof, of each Contract (each, a “Material Company Lease”) pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any material Leased Real Property. True and complete copies of each Material Company Lease in effect as of the date hereof have been made available to Parent prior to the date hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Contract pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any Leased Real Property (each, a “Company Lease”) is valid, binding and enforceable in accordance with its terms and in full force and effect, subject to the Enforceability ExceptionsLimitations, and no uncured default or event of default (or any event that with notice or lapse of time or both would become a default) on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, any other party thereunder exists with respect to any Company Lease, (ii) the Company or its applicable Subsidiary has not (A) subleased, licensed, or otherwise granted any Person the right to use or occupy any Leased Real Property except as disclosed in Section 4.16(b) of the Company Disclosure Letter or (B) collaterally assigned or granted any other security interests in any Company Lease or any interest therein, (iii) there are no Liens on the estate or interests created by any such Company Lease, except Permitted Liens, and each of its Subsidiaries have (iv) the Company or a Company Subsidiary has a good and valid leasehold interests interest in each parcel of real property leased by them the Leased Real Property, free and clear of all Liens, except other than Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company and its Subsidiaries have Material Adverse Effect, the Company or a Company Subsidiary has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the assets reflected as owned on the most recent balance sheet business of the Company contained in and the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Subsidiaries, taken as a whole, as currently conducted, free and clear of any all Liens, except for other than Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither Section 3.16(a) of the Company nor any of its Subsidiaries currently owns any Disclosure Letter lists the common street address for all real property andowned by the Company or any Company Subsidiary in fee as of the entry into this Agreement, since January 1and each such Company Subsidiary owning such real property (such real property interests, 2014together with all right, have title, and interest of the Company or any Company Subsidiaries in and to all buildings, structures, improvements, and fixtures located thereon, and all easements, rights, and interests appurtenant thereto, are, as the context may require, individually or collectively referred to as the “Owned Real Property”). Except as would not owned any real propertyreasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, the Company and each Company Subsidiary has good, exclusive and valid fee simple title to all Owned Real Property, in each case free and clear of all Liens except for Permitted Liens. (b) Section 4.17(b3.16(b) of the Company Disclosure Letter sets forth a list, as of the date hereof a trueentry into this Agreement, correct of the street address of each office space, distribution center and complete list of all leases, subleases, licenses, occupancy and other agreements under material retail space (“Material Real Property”) with respect to which there is any Contract pursuant to which the Company or any of its Subsidiaries uses Company Subsidiary leases, subleases or occupies or has the right to use or occupy, now or in the future, any such real property (the “Real Property Company Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries Except as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary has assigned, subleased, licensed or otherwise granted any Person the right to use or occupy any Material Adverse Effect. Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Lease is valid, binding and in full force and effect, subject to the Enforceability ExceptionsLimitations, and no uncured default or any event which has occurred that, with notice or the lapse of time would constitute a default, in each case, on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease, (ii) all work required to be performed under any Company Lease on or prior to the entry into this Agreement by the landlord thereunder or by the Company or any Company Subsidiary has been performed, and each of its Subsidiaries have (iii) the Company or a Company Subsidiary has a good and valid leasehold interests interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each parcel of real property leased by them subject to the Company Leases, free and clear of all Liens, except other than Permitted Liens. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in the past three (3) years, (i) neither the Company nor any Company Subsidiary has received any written notice of any pending or, to the Company’s Knowledge, threatened condemnation proceedings in connection with any parcel of real property described in a Company Lease and no eminent domain or condemnation action is pending or threatened, and to the Company’s Knowledge, neither the Company nor any Company Subsidiary has received any written notice of nonconforming use under or a violation of any applicable building, zoning, subdivision and other land use or similar laws, regulations and ordinances with respect to any real property described in any Company Lease, and (ii) to the Company’s Knowledge, the Company and the Company Subsidiaries (A) have rights to access, use and operate all property described in the Company Leases, (B) enjoy peaceful and undisturbed possession of all such real property and (C) have not served or received written notice to terminate any Company Lease. Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, there are no outstanding options or rights of first refusal to purchase or lease any Material Real Property or any portion thereof or interests therein, in either case, granted by the Company or any Company Subsidiary. (e) Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any Company Subsidiary owns real property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained or land situated in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)British Virgin Islands.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently Company Subsidiary owns any real property and, since January 1, 2014, have not owned any real property. (b) . Section 4.17(b) 3.16 of the Company Disclosure Letter sets forth a list, as of the date hereof a truehereof, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under any Contract pursuant to which the Company or any of its Subsidiaries uses Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy, now or in the future, occupy any real property (the “Real Property Leases”). The subject to a Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto)Lease or any portion thereof. Each Real Property Company Lease is valid, binding and in full force and effect, all rent subject to the Enforceability Limitations, and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or no uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries Company Subsidiary or, to the Knowledge of the Company’s Knowledge, the landlord thereunder exists under with respect to any Real Property Company Lease, except as, individually . The Company or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, Subsidiary has a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each parcel of real property leased by them subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, except other than Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have or a Company Subsidiary has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the assets reflected as owned on the most recent balance sheet business of the Company contained in and the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Subsidiaries, taken as a whole, as currently conducted, free and clear of any all Liens, except for other than Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b4.16(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date hereof a truehereof, correct and complete list of all leasesproperty owned by the Company or any Company Subsidiary. (b) Section 4.16(b) of the Company Disclosure Letter sets forth a complete and correct list, subleasesas of the date hereof, licensesof all real property leased or subleased by the Company or any Company Subsidiary (“Leased Real Property”). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each lease, sublease or occupancy and other agreements under agreement pursuant to which the Company or any of its Subsidiaries uses Company Subsidiary leases, subleases or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property (“Company Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease ) is valid, binding and in full force and effect, all rent subject to the Enforceability Limitations, and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or no uncured default on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease, and (ii) the Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of its Subsidiaries the applicable Company Lease, each Leased Real Property, free and clear of all Liens, other than Permitted Liens. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Leased Real Property is properly zoned for their present use under applicable zoning ordinances, and there are no pending or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually threatened Proceedings which could result in a modification or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effecttermination of such zoning. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has received any written notice (i) alleging noncompliance with any applicable building, zoning, land use or other similar Laws and subject other requirements with respect to any Leased Real Property, (ii) alleging non-conforming uses, zoning or building code variances or any other use restrictions with respect to any Leased Real Property, (iii) regarding any pending or contemplated rezoning proceeding affecting any Leased Real Property or (iv) regarding any pending or contemplated proceeding or public improvement that could result in the Enforceability Exceptionslevy of any special Tax or assessment against any Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all of the Leased Real Property is in compliance with all applicable building, zoning, land use and other similar Laws. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries have or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold interests in each parcel or other interest in, all tangible personal property necessary for the conduct of real property leased by them the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, except other than Permitted Liens. Neither Except as would not reasonably be expected to, individually or in the aggregate, have a Company nor any of its Subsidiaries has received written notice of any pendingMaterial Adverse Effect, and to (i) there are no defects in, mechanical failure of, or damage to, the Knowledge of tangible personal property used by the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title in or necessary to all the conduct or operations of the assets reflected as owned on the most recent balance sheet business of the Company contained in and its Subsidiaries, and (ii) the tangible personal property assets used by the Company SEC Reports filed prior and its Subsidiaries in or necessary to the date hereof (except for properties conduct or assets that have been sold or disposed operations of in the ordinary course business of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition condition, good working order and in a state of good maintenance and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently Company Subsidiary owns any real property and, since January 1, 2014, have not owned any real property. (b) . Section 4.17(b) 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof a truehereof, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under Contracts pursuant to which the Company or any of its Subsidiaries uses Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy, now or in the future, occupy any real property (the “Real Property Leases”). The subject to a Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto)Lease or any portion thereof. Each Real Property Company Lease is valid, binding and in full force and effect, all rent subject to the Enforceability Limitations, and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or no uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries Company Subsidiary or, to the Knowledge of the Company’s Knowledge, the landlord thereunder exists under with respect to any Real Property Company Lease, except as, individually . The Company or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, Subsidiary has a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each parcel of real property leased by them subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, except other than Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have or a Company Subsidiary has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the assets reflected as owned on the most recent balance sheet business of the Company contained in and the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Subsidiaries, taken as a whole, as currently conducted, free and clear of any all Liens, except for other than Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not or has owned any real property. (b) Section 4.17(b) 5.17 of the Company Disclosure Letter Schedule sets forth as a complete and accurate list of Leased Real Property. The Leased Real Property constitutes all of the date hereof a truereal property leased, correct subleased, licensed, occupied or operated by the Company and complete list of all leases, subleases, licenses, occupancy and other agreements under its Subsidiaries in connection with their business. (c) Each lease related to the Leased Real Property to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyis a party is a legal, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and enforceable obligation of each of the parties thereto and is in full force and effect. The Company and its Subsidiaries have valid leasehold interests in, and enjoy undisturbed possession under, all rent Leased Real Property, in each case, free and other sums clear of all Liens, except for Permitted Liens. Neither the Company nor any of its Subsidiaries is in material breach or material default under any such lease, and charges payable no condition exists which (with or without notice or lapse of time or both) would constitute a default by the Company or any of its Subsidiaries as tenants thereunder are current in all material respectsor, to the knowledge of the Company, by the other parties thereto. No party to any lease related to Leased Real Property has exercised termination event rights with respect thereto or condition has indicated that it intends to terminate or uncured default on the part of materially modify its relationship with the Company or, if applicable, or any of its Subsidiaries. (d) Neither the Company nor any of its Subsidiaries have subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which is still in effect. Neither the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein, which is still in effect. Except for the Permitted Liens, there exist no Liens affecting all or any portion of the Leased Real Property created by, through or under the Company or any of its Subsidiaries. (e) There are no pending or, to the Knowledge knowledge of the Company, threatened Actions or other proceedings to take all or any portion of the landlord thereunder exists under any Leased Real Property Lease, except as, individually or any interests therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in the aggregate, would not reasonably be expected relation to have a Company Material Adverse Effect. such Action or proceeding. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptionsfor Permitted Liens, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and title to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the material tangible assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or and such Subsidiary. The assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate to be acquired by Tuatara pursuant to this Agreement constitute all material tangible assets used or held for use by the Company and its Affiliates in, and necessary and sufficient for the uses to which they are being putoperation of the businesses of the Company and its Subsidiaries as presently operated. (g) The Leased Real Property has no material defects, are, in all material respects, is in good operating operation, condition and repair (ordinary normal wear and tear excepted) and ongoing maintenance excepted)is adequate and suitable to conduct the business of the Company as currently conducted.

Real Property; Assets. (ai) Neither The Company or a Company Subsidiary has good and marketable title to each parcel of or interest in real property owned by the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real propertyor a Company Subsidiary (the “Company Owned Real Property”). (bii) Section 4.17(b) of The Company Owned Real Property and all real property interests leased or otherwise held by the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Company Leased Real Property LeasesProperty” and, together with the Company Owned Real Property, the “Company Real Property”)) constitute all of the real property occupied or used by the Company and the Company Subsidiaries in connection with the operation of their respective businesses as currently conducted. The Company or a Company Subsidiary has a valid leasehold interest in or valid rights to all material Company Leased Real Property. The Company has heretofore made available to Parent true, correct true and complete copies of all material leases of the Company Leased Real Property Leases (including the “Company Leases”). No option, extension or renewal has been exercised under any Company Lease except options, extensions or renewals that would not have a material and adverse impact on the Company’s ability to conduct its mining operations at any of its business units, whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to Parent with the corresponding Company Lease. Each of the Company and the Company Subsidiaries has complied in all material modificationsrespects with the terms of all Company Leases to which it is a party and under which it is in occupancy, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and all such Company Leases are in full force and effect, all rent and other sums and charges payable by . To the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge knowledge of the Company, the landlord thereunder exists lessors under any Real Property Leasethe Company Leases to which the Company or a Company Subsidiary is a party have complied in all material respects with the terms of their respective Company Leases. Each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all such Company Leases, except aswhere a failure to do so, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. (iii) None of the Company Material Adverse Effect. Except as would not reasonably be expected to have, individually Owned Real Property or in the aggregate, a Company Material Adverse Effect, and Leased Real Property is subject to the Enforceability Exceptionsany Liens (whether absolute, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liensaccrued, contingent or otherwise), except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (cA) The Company and its Subsidiaries Entities have good and marketable title to all properties, assets and rights relating to or used or held for use in connection with the business of the Company Entities and such properties, assets and rights comprise all of the assets reflected as owned on required for the most recent balance sheet conduct of the business of the Company contained Entities as now being conducted and (B) all such properties, assets and rights are in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All all material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are respects adequate for the uses to purposes for which they such assets are being putcurrently used or held for use, are, and are serviceable and in all material respects, in reasonably good operating condition and repair (ordinary subject to normal wear and tear and ongoing maintenance exceptedtear), except in each case where such failure would not reasonably be expected to have or result in a material adverse effect on the Company.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b3.13(a)(i) of the Company Disclosure Letter Schedule sets forth as of the date hereof a true, correct complete and complete accurate list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased owned by them the Company or a Company Subsidiary (the “Company Owned Real Property”), including the address and the owner thereof. The Company or a Company Subsidiary has good, valid and marketable title to the Company Owned Real Property, and the Company Owned Real Property is free and clear of all Liens, except for Permitted Liens. Neither the Company nor any Company Subsidiary has leased, licensed or otherwise granted any Person the right to use or occupy the Company Owned Real Property or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Company Owned Real Property or any portion thereof. (b) Section 3.13(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the leases, subleases, licenses, sublicenses or other occupancies (“Company Leases”) pursuant to which the Company or any Company Subsidiary is a party as lessee, sublessee, licensee, sublicensee or occupant for real property (and the parties to each Company Lease (including all amendments, modifications, side letters, guaranties, assignments and supplements thereto) (the “Company Leased Properties”; together with the Company Owned Real Property, the “Real Property”), true and correct copies of the Company Leases have previously been made available to Buyer. The Company or a Company Subsidiary has a valid leasehold interest in the Company Leased Properties, free and clear of all Liens, except for Permitted Liens, and is in possession of the properties purported to be leased thereunder. No Person, other than as disclosed on Section 3.13(b) of the Company Disclosure Schedule, the Company and the Company Subsidiaries has any right to use or occupy any portion of the Company Leased Properties. Neither the Company or any Company Subsidiary, nor to the knowledge of the Seller, any other party thereto, is in material breach of or default under any of the Company Leases and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material breach or default by the Company or any Company Subsidiary, or to the knowledge of the Seller, any other party to such Company Lease. Each Company Lease is in full force and effect and constitutes a legal, valid and binding obligation on the Company or any Company Subsidiary that is a party thereto, and is enforceable in accordance with its Subsidiaries terms. (c) The Real Property constitutes all of the real property owned, leased, licensed, or used in connection with the Business. To the knowledge of the Seller, no condemnation, expropriation or other proceeding in eminent domain affecting the Real Property or any portion thereof or interest therein is pending or threatened, with respect to any Real Property and neither the Company nor any Company Subsidiary has received written notice of any pendingmatter which affects or would be reasonably likely to affect the ability of the Company or any Company Subsidiary to conduct the Business from the Real Properties in materially the same manner or at materially the same cost as at the date of this Agreement. The Company has not received any written notice that the current use, ownership, lease, license, or occupancy (as applicable) of the Real Property (including any parking areas) violates any Law, easement, covenant, condition, restriction or similar provision in any instrument of record. (d) None of the Company or any Company Subsidiary has any continuing liability (actual or contingent), including as a guarantor, in respect of any land or buildings other than the Real Properties. (e) The current use of the Real Properties is permitted under the applicable Law and to the knowledge of the Seller, the Company and each Company Subsidiary has complied in all material respects with all applicable Laws in respect of each Company Owned Real Property and Company Leased Property. The Company and each Company Subsidiary, as applicable, is in peaceful and undisturbed possession of the Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability of the Company or Company Subsidiary, as applicable, to use each such Real Property for the purposes for which it is currently being used. (f) Except as set forth on Section 3.13(f) of the Company Disclosure Schedule, there are no Contracts outstanding for the sale, exchange, Lien, lease or transfer of any of the Real Property, or any portion thereof. Neither the Company nor any Company Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (g) To the Knowledge of the CompanySeller, there is no threatenedall buildings, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company parking facilities, structures, improvements, fixtures, building systems and its Subsidiaries have good equipment, and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained components thereof included in the Company SEC Reports filed prior Owned Real Property (the “Improvements”) are in good condition and repair (reasonable wear and tear excepted) and sufficient for the intended operation of the Business as currently conducted, except as would not reasonably be expected to the date hereof (except for properties be, individually or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liensaggregate, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries the Company Subsidiaries, taken as a whole. To the Knowledge of the Seller, there are adequate for no material structural deficiencies or latent defects affecting any of the uses Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the intended use or occupancy of the Improvements or any portion thereof in the operation of the Business as currently conducted, except as would not reasonably be expected to which they are being putbe, areindividually or in the aggregate, in all material respectsto the Company and the Company Subsidiaries, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)taken as a whole.

Real Property; Assets. (a) Neither the The Company nor does not own any of its Subsidiaries currently owns real property. The Company is not a party to any agreement or option to purchase any real property and, since January 1, 2014, have not owned any real propertyor material interest therein. (b) Section 4.17(bSchedule 4.18(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property Leases”)Property. The Company has heretofore made available to Parent Acquiror true, correct and complete copies of all Real Property Leases the leases, subleases, licenses and occupancy agreements (including all material modifications, amendments, supplements, waivers and guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto). Each ) for the Leased Real Property to which the Company is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Except as set forth in Schedule 4.18(c), each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such Real Estate Lease Document is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the Real Estate Lease Documents made available to Acquiror and other sums (iii) to the knowledge of the Company, covers the entire estate it purports to cover and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and charges payable delivery of this Agreement by the Company or any the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle Acquiror or its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on to the part exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No material default or breach by (i) the Company oror (ii) to the knowledge of the Company, if any other parties thereto, as applicable, presently exists under any of its Subsidiaries Real Estate Lease Documents. The Company has not received written or, to the Knowledge knowledge of the Company, the landlord thereunder exists oral notice of default or breach under any Real Estate Lease Document which has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a material default or breach under any Real Estate Lease Document by the Company or by the other parties thereto. The Company has not subleased or otherwise granted any Person the right to use or occupy any Leased Real Property Lease, except as, individually or portion thereof which is still in effect. The Company has not collaterally assigned or granted any other security interest in the aggregate, would not reasonably be expected to have Leased Real Property or any interest therein which is still in effect. The Company has a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in title to each parcel of real property leased by them free and clear of all Liens, except Leased Real Property subject only to Permitted Liens. Neither the . (e) The Company nor has not received any of its Subsidiaries has received written notice of any pending, and to the Knowledge that remains outstanding as of the Company, there is no threatened, condemnation with respect to date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any property leased pursuant to Lien or law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b2.10(a) of the Company Seller Disclosure Letter Schedule sets forth the address of each material parcel of leasehold or subleasehold estates and other material rights to use or occupy any land or improvements held by or for Seller (the “Leased Real Property”) as of the date hereof a true, correct hereof. True and complete list copies of all leasesleases and such other documents relating to the Leased Real Property (including all extensions, subleasessupplements, licenses, occupancy amendments and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupymodifications thereof, now or in the futurewaivers thereunder, any real property and nondisturbance agreements, if any, relating thereto) (the “Real Property Leases”). The Company has heretofore ) have been made available by Seller to Parent truePurchaser. As of the Effective Date, correct and complete copies except as set forth in Section 2.10(a) of all Real Property the Seller Disclosure Schedule, (i) the Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and are in full force and effecteffect in accordance with their terms, all rent and other sums and charges payable by the Company or (ii) Seller is not in default of any of its Subsidiaries obligations under the Leases and (iii) to Seller’s knowledge, the landlords under the Leases are not in default of the landlords' obligations under the Leases. At the Closing, the premises to be conveyed or leased by Purchaser following the Closing pursuant to the Leases shall be free and clear of all subtenants and occupants other than Purchaser’s employees. (b) Seller has a valid leasehold interest in (other than those that have expired or been terminated by operation of their terms since the date hereof), as tenants thereunder are current the case may be, the Leased Real Property. Seller owns no real property. (c) Seller has good and valid title to all of its material properties, interests in all material respects. No termination event or condition or uncured default properties and assets, real and personal, reflected on the part most recent Seller SEC Report or acquired since the date of the Company most recent Seller SEC Report, or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregatecase of material leased properties and assets, would not reasonably be expected valid leasehold interests in such properties and assets, in each case free and clean of all Liens. (d) Except as to have a Company Material Adverse Effect. Except such items as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect, all personal property and equipment owned (including Inventory and Equipment), leased or otherwise used by Seller (i) are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), (ii) comply with the Enforceability Exceptions, the Company applicable leases and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of with all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, applicable Laws in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)iii) are suitable for the purposes for which they are presently used.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter Schedule 3.15 sets forth as of the date hereof a true, correct true and complete list and a brief description of all leases, subleases, licenses, occupancy and other agreements under which each of the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”)Assets showing the name of the applicable facility and common address and record title holder. The Company Seller has heretofore provided or made available to Parent true, correct and complete copies of all Acquiror for each Real Property Leases (including all material modificationsAsset, amendmentsthe legal description of such Real Property Asset and a description of the location thereof, supplements, waivers improvements thereto and side letters thereto)the uses being made thereof. Each of the Companies owns good, marketable and insurable (at ordinary rates) title in fee simple absolute to all of the Real Property Lease is validAssets (other than the Additional Real Property Assets and the Ground Leased Asset) and to all buildings, binding and in full force and effect, all rent structures and other sums improvements thereon, in each case subject only to the Permitted Liens. At the First Closing, AHC Borrower shall own good, marketable and charges payable by insurable (at ordinary rates) title in fee simple absolute to the Company or any FDL Real Property Asset and the Lynnwood Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens, and ALS Venture shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the Winston-Salem Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. Except as set forth on Schedule 3.15, each of its Subsidiaries as tenants thereunder are current the Companies has fulfilled and performed in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any respects all of its Subsidiaries orrespective obligations, to the Knowledge of the Company, the landlord thereunder exists under and all obligations binding upon any Real Property LeaseAsset, except asunder each of the agreements or encumbrances to which any Real Property Asset is subject, individually and none of the Companies is in breach or default under, or in violation of or noncompliance with, in any material respect, any such agreements or encumbrances, and no event has occurred and no condition or state of facts exists which, with the aggregatepassage of time or the giving of notice or both, would not reasonably be expected to have constitute such a Company Material Adverse Effectbreach, default, violation or noncompliance. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptionsset forth on Schedule 3.15, the Company and each consummation of its Subsidiaries have good and valid leasehold interests the transactions contemplated by this Agreement or the Tax Matters Agreement will not result in each parcel of real property leased by them free and clear of all Liensany breach or violation of, except Permitted Liens. Neither the Company nor default under or noncompliance with, or any of its Subsidiaries has received written notice forfeiture or impairment of any pendingrights under, and any agreement or encumbrance to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to which any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of Assets is subject, or require any consent, approval or act of, or the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear making of any Liensfiling with, except for Permitted Liens. All material items of equipment and other tangible assets owned any Person party to or benefited by or leased possessing the power or authority to the Company and its Subsidiaries are adequate for the uses exercise rights or remedies under or with respect to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).any such agreement or

Real Property; Assets. (ai) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(bSECTION 3.1(q)(i) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct true and complete list and brief description of all leases, subleases, licenses, occupancy and other agreements under which each parcel of real property owned by the Company or any of its and the Company Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”"OWNED REAL PROPERTY"). The Company or a Company Subsidiary has heretofore good and marketable fee simple title to all such Owned Real Property. (ii) SECTION 3.1(q)(ii) of the Company Disclosure Letter contains a true and complete list and brief description of all real property leased by the Company and the Company Subsidiaries, all of which are hereinafter referred to as the "LEASED REAL PROPERTY." The Company or a Company Subsidiary has a valid leasehold interest in or valid rights to all Leased Real Property. The Company has made available to Parent true, correct Buyer true and complete copies of all leases of the Leased Real Property Leases (including the "LEASES"). No option, extension or renewal has been exercised under any Lease except options, extensions or renewals whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to Buyer with the corresponding Lease. Each of the Company and the Company Subsidiaries has complied in all material modificationsrespects with the terms of all Leases to which it is a party and under which it is in occupancy, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and all such Leases are in full force and effect, all rent and other sums and charges payable by . To the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge knowledge of the Company, the landlord thereunder exists lessors under any Real Property Leasethe Leases to which the Company or a Company Subsidiary is a party have complied in all material respects with the terms of their respective Leases. Each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all such Leases, except aswhere a failure to do so, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. material adverse effect on the Company. (iii) Except as would not reasonably be expected to haveset forth on SECTION 3.1(q)(iii) of the Company Disclosure Letter, individually none of the Owned Real Property or in the aggregate, a Company Material Adverse Effect, and Leased Real Property is subject to any Liens (whether absolute, accrued, contingent or otherwise). (iv) Except as set forth on SECTION 3.1(q)(iv) of the Enforceability ExceptionsCompany Disclosure Letter, the Company and each of its Subsidiaries have has good and valid leasehold interests title to all material properties, assets and rights relating to or used or held for use in each parcel connection with the business of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pendingand such properties, assets and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to rights comprise all of the assets reflected as owned on required for the most recent balance sheet conduct of the business of the Company contained in as now being conducted. Except as set forth on SECTION 3.1(q)(iv) of the Company SEC Reports filed prior to the date hereof (except for properties or Disclosure Letter, all such properties, assets that have been sold or disposed of and rights are in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All all material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are respects adequate for the uses to purposes for which they such assets are being putcurrently used or held for use, are, and are in all material respects, in reasonably good repair and operating condition and repair (ordinary subject to normal wear and tear and ongoing maintenance exceptedtear).

Real Property; Assets. (ai) Neither The Company or a Company Subsidiary has good and marketable title to each parcel of, or interest in, real property owned by the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real propertyor a Company Subsidiary (the “Company Owned Real Property”). (bii) Section 4.17(b) of The Company Owned Real Property and all real property leased by the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Company Leased Real Property LeasesProperty”)) constitute all of the real property occupied or used by the Company and the Company Subsidiaries in connection with the operation of their respective businesses as currently conducted. The Company or a Company Subsidiary has a valid leasehold interest in or valid rights to all material Company Leased Real Property. The Company has heretofore made available to Parent true, correct true and complete copies of all material leases of the Company Leased Real Property Leases (including the “Company Leases”). No option, extension or renewal has been exercised under any Company Lease except options, extensions or renewals that would not have a material and adverse impact on the Company’s ability to conduct its operations as a whole or whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to Parent with the corresponding Company Lease. Each of the Company and the Company Subsidiaries has complied in all material modificationsrespects with the terms of all Company Leases to which it is a party and under which it is in occupancy, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and all such Company Leases are in full force and effect, all rent and other sums and charges payable by . To the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge knowledge of the Company, the landlord thereunder exists lessors under any Real Property Leasethe Company Leases to which the Company or a Company Subsidiary is a party have complied in all material respects with the terms of their respective Company Leases. Each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all such Company Leases, except aswhere a failure to do so, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. (iii) None of the Company Material Adverse Effect. Except as would not reasonably be expected to have, individually Owned Real Property or in the aggregate, a Company Material Adverse Effect, and Leased Real Property is subject to the Enforceability Exceptionsany Liens (whether absolute, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liensaccrued, contingent or otherwise), except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (civ) The Company and its Subsidiaries Entities have good and marketable title to all properties, assets and rights relating to or used or held for use in connection with the business of the Company Entities and such properties, assets and rights comprise all of the assets reflected as owned on required for the most recent balance sheet conduct of the business of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted LiensEntities as now being conducted. All such properties, assets and rights are in all material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are respects adequate for the uses to purposes for which they such assets are being putcurrently used or held for use, are, and are in all material respects, in reasonably good repair and operating condition and repair (ordinary subject to normal wear and tear and ongoing maintenance exceptedtear), except where such failure would not reasonably be expected to have or result in a material adverse effect on the Company.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 20142017, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy subleases and other agreements together with all amendments, modifications, supplements, waivers, and side letters thereto (the “Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property LeasesProperty”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto)Leases. Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as. Except as would not, individually or in the aggregate, would not reasonably be expected to have create a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in material liability for the aggregate, a Company Material Adverse EffectCompany, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them the Leased Real Property free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently Company Subsidiary owns or has within the past ten (10) years owned any real property andproperty, since January 1, 2014, have not owned nor is either party to any agreement to purchase or sell any real property. (b) Section 4.17(b4.16(b) of the Company Disclosure Letter sets forth a list, as of the date hereof a truehereof, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under any Contract pursuant to which the Company or any of its Subsidiaries uses Company Subsidiary leases, subleases or occupies any real property, together with all amendments and modifications thereof (“Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or has otherwise granted any Person the right to use or occupy, now or in the future, occupy any real property subject to a Company Lease (the “Real Property LeasesCompany Facilities”). The ) or any material portion thereof, and (i) each Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding against the Company or the Company Subsidiary and in full force and effect, all rent and other sums and charges payable by subject to the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or Enforceability Limitations, (ii) no uncured default (subject to applicable notice or cure periods) on the part of the Company or, if applicable, any of its Subsidiaries Company Subsidiary or, to the Knowledge of the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease, (iii) the Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases, free and clear of all Liens, other than Permitted Liens, and (v) neither the Company nor any Company Subsidiary is party to any agreement or subject to any claim that will require the payment of any real estate brokerage commissions after the date hereof, and no such commission is owed with respect to any of the Company Facilities. The Company has performed all of its obligations under any Real Property Leasetermination agreements pursuant to which they have terminated any leases, except subleases, licenses or other occupancy agreements for real property that are no longer in effect and have no continuing liability with respect to such terminated agreements. (c) The Company has no information or knowledge that there are any Laws, ordinances or restrictions, or any change contemplated therein, or any judicial or administrative action, or any action by adjacent landowners, or natural or artificial conditions upon any Company Facilities, including unperformed or deferred repairs, replacements or improvements, or any other facts, or conditions, which would reasonably be expected to have an adverse effect upon any Company Facilities or the operation thereof. Except as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, (i) the Company Facilities are good operating condition and repair, free from material structural, physical and mechanical defects, are maintained in a manner consistent with standards generally followed with respect to similar properties, and are structurally sufficient in all material respects and otherwise suitable for the conduct of the Company’s business, (ii) neither the operations of the Company nor any Company Subsidiary on the Company Facilities nor, to the Company’s Knowledge, such Company Facilities, violate any Law relating to such property or operations thereon or Lien encumbering such property. (d) Except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has not received written notice of any pendingpending or, and to the Knowledge of the Company’s Knowledge, there it is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear not aware of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by threatened in writing condemnation or leased to the similar proceeding affecting any Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Facilities or any portion thereof.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) 6.17 of the Company Disclosure Letter Schedule sets forth as a complete and accurate list of Leased Real Property. The Leased Real Property constitutes all of the date hereof a true, correct real property occupied or operated by the Company and complete list of all leases, subleases, licenses, occupancy and other agreements under its Subsidiaries in connection with their business. (c) Each lease related to the Leased Real Property to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyis a party is a legal, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and enforceable obligation of each of the parties thereto and is in full force and effect. The Company and its Subsidiaries have valid leasehold interests in, and enjoy undisturbed possession under, all rent Leased Real Property. Neither the Company nor any of its Subsidiaries is in material breach or material default under any such lease, and other sums and charges payable no condition exists which (with or without notice or lapse of time or both) would constitute a default by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on or, to the part knowledge of the Company, by the other parties thereto. (d) Neither the Company or, if applicable, nor any of its Subsidiaries have subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which is still in effect. Neither the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein, which is still in effect. Except for the Permitted Liens, there exist no Liens affecting all or any portion of the Leased Real Property created by, through or under the Company or any of its Subsidiaries. (e) There are no pending or, to the Knowledge knowledge of the Company, threatened Actions or other proceedings to take all or any portion of the landlord thereunder exists under any Leased Real Property Lease, except as, individually or any interests therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in the aggregate, would not reasonably be expected relation to have a Company Material Adverse Effect. such Action or proceeding. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptionsfor Permitted Liens, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and title to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the material tangible assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or and such Subsidiary. The assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate to be acquired by HTP pursuant to this Agreement constitute all material tangible assets used or held for use by the Company and its Affiliates in, and necessary and sufficient for the uses to which they are being put, are, in all material respects, in good operating condition operation of the businesses of the Company and repair (ordinary wear and tear and ongoing maintenance excepted)its Subsidiaries as presently operated.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b5.19(a) of the Company Disclosure Letter Schedule sets forth the address of each material parcel of leasehold or subleasehold estates and other material rights to use or occupy any land or improvements held by or for the Company or the Company Subsidiaries (the “Leased Real Property”) as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”)hereof. The Company has heretofore made available to Parent true, correct True and complete copies of all leases and such other documents relating to the Leased Real Property Leases (including all material modifications, amendmentsextensions, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent amendments and other sums modifications thereof, waivers thereunder, and charges payable nondisturbance agreements, if any, relating thereto) (the “Leases”) have been made available (or will be made available as soon as reasonably practicable following the date hereof) by the Company or any of its Subsidiaries as tenants thereunder are current in all material respectsto Parent. No termination event or condition or uncured default on the part As of the Company or, if applicable, any date of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Leasethis Agreement, except as, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, (ii) the Company is not in default of any of its obligations under the Leases and (iii) to the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. The Company and its Subsidiaries have the right to assign the Leases to the Surviving Corporation, and to allow the Parent and its Subsidiaries to occupy the Leased Real Property, subject to entry into an assumption agreement by Parent and its Subsidiaries (which Parent agrees that, to the extent necessary, it shall, and shall cause its Subsidiaries to, enter into). At the Merger Effective Date, the premises to be conveyed or leased by the Surviving Corporation following the Closing pursuant to the Leases shall be free and clear of all subtenants and occupants other than the Surviving Corporation’s employees. (b) The Company and the Company Subsidiaries have valid leasehold interests in (other than those that have expired or been terminated by operation of their terms since the date hereof), as the case may be, the Leased Real Property. The Company and the Company Subsidiaries own no real property. (c) The Company and the Company Subsidiaries have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the most recent Company SEC Report or acquired since the date of the most recent Company SEC Report, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens, except in each case as would not reasonably be expected to have a Material Adverse Effect. . (d) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, all personal property and subject to the Enforceability Exceptionsequipment owned, leased or otherwise used by the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to or any of the Real Property leases. Company Subsidiaries (ci) The Company are in a good state of maintenance and its Subsidiaries have repair, free from material defects and in good operating condition (subject to normal wear and marketable title to tear), (ii) comply with the applicable Leases and with all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, applicable Laws in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)iii) are suitable for the purposes for which they are presently used.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a A true, correct and complete list copy of all leaseseach Contract entered into on or prior to the Cut-off Date, subleases, licenses, occupancy and other agreements under pursuant to which the Company or any of its Subsidiaries uses leases, subleases or occupies or has the right to use or occupy, now or in the future, any real property (the other than Contracts for ordinary course arrangements at “Real Property shared workspace” or “coworking space” facilities that are not material) (“Company Leases”). The Company ) has heretofore been made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto)SPAC. Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries Except as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except aswould not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject material to the Enforceability Exceptionsbusiness of the Company and its Subsidiaries, taken as whole, the Company and each or one of its Subsidiaries have has a good and valid leasehold interests interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each parcel of real property leased by them subject to the Company Leases, free and clear of all Liens, except other than Permitted Liens. . (c) Neither the Company nor any of its Subsidiaries has received written notice of subleased, licensed or otherwise granted any pending, and Person the right to the Knowledge of the Company, there is no threatened, condemnation with respect use or occupy any real property subject to a Company Lease or any property leased pursuant to any of the Real Property leasesmaterial portion thereof. (cd) The Except as would not have a Material Adverse Effect, the Company and or one of its Subsidiaries have has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the assets reflected as owned on the most recent balance sheet business of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) and its Subsidiaries, taken as a whole, as currently conducted, free and clear of any all Liens, except for other than Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the No Operating Group Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned and no Operating Group Company is a party to any agreement or option to purchase any real propertyproperty or material interest therein. (b) Section 4.17(bSchedule 4.18(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct correct, and complete list of all Leased Real Property. The Company has made available to Acquiror true, correct, and complete copies of the leases, subleases, licenses, licenses and occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers guaranties, extensions, renewals, waivers, side letters, and side letters other agreements relating thereto). Each ) for the Leased Real Property to which any Operating Group Company is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Except as set forth in Schedule 4.18(c), each Real Estate Lease Document (i) is a legal, valid, binding binding, and enforceable obligation of the applicable Operating Group Company and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such Real Estate Lease Document is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the Real Estate Lease Documents made available to Acquiror, and other sums (iii) to the knowledge of the Company, covers the entire estate it purports to cover and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and charges payable delivery of this Agreement by the Company or any the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle Acquiror or its Subsidiaries to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy, and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No material default or breach by (i) any Operating Group Company or (ii) to the knowledge of the Company, any other parties thereto, as tenants thereunder are current in all material respectsapplicable, presently exists under any Real Estate Lease Documents. No termination event or condition or uncured default on the part of the Operating Group Company or, if applicable, any of its Subsidiaries has received written or, to the Knowledge knowledge of the Company, the landlord thereunder exists oral notice of default or breach under any Real Estate Lease Document that has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists that, with notice or lapse of time or both, would constitute a material default or breach under any Real Estate Lease Document by any Operating Group Company or by the other parties thereto. No Operating Group Company has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property Lease, except as, individually or portion thereof which is still in effect. No Operating Group Company has collaterally assigned or granted any other security interest in the aggregate, would not reasonably be expected to have Leased Real Property or any interest therein which is still in effect. Each Operating Group Company has a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except title to its respective Leased Real Properties subject only to Permitted Liens. Neither the . (e) No Operating Group Company nor any of its Subsidiaries has received any written notice of any pending, and to the Knowledge that remains outstanding as of the Company, there is no threatened, condemnation with respect to date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any property leased pursuant to Lien or law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements, or agreements applicable to such Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither Schedule 3.15 sets forth a true and complete list and a brief description of each of the Real Property Assets showing the name of the applicable facility and common address and record title holder. Seller has provided or made available to Acquiror for each Real Property Asset, the legal description thereof, the location thereof, the improvements thereto and the uses being made thereof. Except as set forth in Schedule 3.15, the Company nor and the Company Subsidiaries owns good, marketable and insurable (at ordinary rates) title in fee simple absolute to all of the Real Property Assets (other than the Ground Leased Asset) and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. Except as set forth on Schedule 3.15, the Company and the Company Subsidiaries have fulfilled and performed in all material respects all of their respective obligations, and all obligations binding upon any Real Property Asset, under each of its Subsidiaries currently owns the agreements or encumbrances to which any real property andReal Property Asset is subject, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) and none of the Company Disclosure Letter sets forth as and the Company Subsidiaries is in breach or default under, or in violation of or noncompliance with, in any material respect, any such agreements or encumbrances, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Subject to obtaining the Seller Required Third Party Consents, the Indemnitor Required Third Party Consents and the consents listed on Schedule 5.10, the consummation of the date hereof a truetransactions contemplated by this Agreement and the Tax Matters Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any agreement or encumbrance to which any of the Real Property Assets is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such agreement or encumbrance. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Real Property Assets, and each of the Real Property Assets has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Authority. Complete and correct copies of any surveys in the Company's or any of the Company Subsidiaries' possession and complete list any policies of all leases, subleases, licenses, occupancy title insurance currently in force and other agreements under which in the possession of the Company or any of its the Company Subsidiaries uses with respect to each such parcel have heretofore been delivered or occupies made available to Acquiror. Subject to Article IX and except as set forth in Schedule 3.15, neither the whole nor any part of any Real Property Asset, including any Ground Leased Asset or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent trueleased, correct and complete copies used or occupied by any of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company orSubsidiaries, if applicableis subject to any pending suit for condemnation or other taking by any public authority, any of its Subsidiaries orand, to the Knowledge of the CompanySelling Parties, no such condemnation or other taking is threatened or contemplated. Subject to Article IX, neither the landlord thereunder exists under whole nor any part of any Real Property LeaseAsset, except as, individually including any Ground Leased Asset or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of any real property leased leased, used, owned or occupied by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of or the Company contained Subsidiaries, is subject to any casualty or loss that has not been repaired and restored (and for which all costs in the Company SEC Reports filed prior to the date hereof (except for properties or assets that connection therewith have been sold or disposed of paid in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance exceptedfull).

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of any lease, sublease or occupancy agreement for real property that is material to the business of the Company and its Subsidiaries, taken as a whole (a“Company Leases”) pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property. Neither the Company nor any of its Subsidiaries currently owns has subleased, licensed or otherwise granted any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has Person the right to use or occupy, now or in the future, occupy any real property (the “Real Property Leases”). The subject to a Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all Lease or any material modifications, amendments, supplements, waivers and side letters thereto)portion thereof. Each Real Property Company Lease is valid, binding and in full force and effect, all rent subject to the Enforceability Limitations, and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or no uncured default of a material nature on the part of the Company or, if applicable, any of its Subsidiaries Subsidiary or, to the Knowledge knowledge of the Company, the landlord thereunder exists under with respect to any Real Property Company Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the The Company and each of its Subsidiaries have has a good and valid leasehold interests interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each parcel of real property leased by them subject to the Company Leases, free and clear of all Liens, except for the Permitted Liens. The Company or a Subsidiary of the Company has good and marketable title to, or a valid and binding leasehold or other interest in, all material tangible personal property necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof Schedule Section 5.18(a) contains a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which real property owned by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”)Company Subsidiary. The Company has heretofore made available to Parent SPAC true, correct and complete copies of certificates of all real property owned by the Company or any Company Subsidiary. (b) Company Disclosure Schedule Section 5.18(b) contains a true, correct and complete of all Leased Real Property Leases Property. The Company has made available to SPAC true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all material modifications, amendments, supplements, waivers and guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto). Each ) for the Leased Real Property to which the Company or any Company Subsidiary is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Except as set forth in Company Disclosure Schedule Section 5.18(c), each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or the applicable Company Subsidiary and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such Real Estate Lease Document is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the Real Estate Lease Documents made available to SPAC and other sums (iii) to the knowledge of the Company, covers the entire estate it purports to cover and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and charges payable delivery of this Agreement by the Company or any the consummation of the transaction contemplated hereby by the Company, upon the consummation of the Transactions, will entitle Company or its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on to the part exclusive use (subject to the terms of the Company or, if applicable, any of its Subsidiaries or, respective Real Estate Lease Documents in effect with respect to the Knowledge Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No material default or breach by (i) the Company or any Company Subsidiary or (ii) to the knowledge of the Company, the landlord thereunder any other parties thereto, as applicable, presently exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted LiensEstate Lease Documents. Neither the Company nor any of its Subsidiaries Company Subsidiary has received written notice of any pendingor, and to the Knowledge knowledge of the Company, there oral notice of default or breach under any Real Estate Lease Document which has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would reasonably be expected to constitute a material default or breach under any Real Estate Lease Document by the Company or any Company Subsidiary, on the one hand, or by the other parties thereto, on the other hand. Neither the Company nor any Company Subsidiary has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property or portion thereof which is no threatened, condemnation with respect still in effect. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. The Company (or the applicable Company Subsidiary) has a good and valid leasehold title to each Leased Real Property subject only to Permitted Encumbrances. (e) Neither the Company nor any property leased pursuant to Company Subsidiary has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any Lien or law other than Permitted Encumbrances or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(bSchedule 5.19(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct complete and complete accurate list of all leases, subleases, licenses, occupancy and other agreements under Leased Real Property. Each lease related to the Leased Real Property to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyis a party is a legal, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and enforceable obligation of the Company or any such Subsidiary, as applicable, and, to the knowledge of the Company, is (i) a legal, valid, binding and enforceable obligation of the other parties thereto, and (ii) in full force and effect. The Company and its Subsidiaries have valid leasehold interests in, and enjoy undisturbed possession under all rent Leased Real Property. Neither the Company nor any of its Subsidiaries is in material breach or material default under any such lease, and other sums and charges payable no condition exists which (with or without notice or lapse of time or both) would constitute a default by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on or, to the part knowledge of the Company, by the other parties thereto. Neither the Company or, if applicable, nor any of its Subsidiaries have subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which is still in effect. Neither the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein, which is still in effect. Except for the Permitted Liens, there exist no Liens affecting the Leased Real Property created by, through or under the Company or any of its Subsidiaries. (c) There are no pending or, to the Knowledge knowledge of the Company, threatened Actions or other proceedings to take all or any portion of the landlord thereunder exists under any Leased Real Property Lease, except as, individually or any interests therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in the aggregate, would not reasonably be expected relation to have a Company Material Adverse Effect. such Action or proceeding. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptionsfor Permitted Liens, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and title to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the material assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or and such Subsidiary. The assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate to be acquired by Monocle pursuant to this Agreement constitute all material assets used or held for use by the Company and its Affiliates in, and necessary and sufficient for the uses to which they are being put, are, in all material respects, in good operating condition operation of the businesses of the Company and repair (ordinary wear and tear and ongoing maintenance excepted)its Subsidiaries as presently operated.

Real Property; Assets. (a) Neither No real property is owned by the Company nor or any Company Subsidiary as of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real propertythe date of this Agreement. (b) Section 4.17(b4.16(b) of the Company Disclosure Letter sets forth a complete and correct list, as of the date hereof a truehereof, correct and complete list of all leaseseach lease, subleases, licenses, sublease or occupancy and other agreements under agreement (“Company Leases”) pursuant to which the Company or any of its Subsidiaries uses Company Subsidiary leases, subleases or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property LeasesProperty”) (other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Lease is valid, binding and in full force and effect, subject to the Enforceability ExceptionsLimitations, and no uncured default on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease, and each of its Subsidiaries have (ii) the Company or a Company Subsidiary has a good and valid leasehold interests interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each parcel of real property leased by them subject to the Company Leases, free and clear of all Liens, except other than Permitted Liens. Neither There are no parties other than the Company nor any of or its Subsidiaries has received written notice in possession of any pendingthe Leased Real Property. To the Company’s Knowledge all buildings, structures, improvements, and to fixtures located on the Knowledge of Leased Real Property, including all mechanical, electrical and other systems, have been maintained in accordance with normal industry practice, are in good operating condition and repair, and are suitable for the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leasespurposes for which they are currently used. (c) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company and its Subsidiaries have Material Adverse Effect, the Company or a Company Subsidiary has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the assets reflected as owned on the most recent balance sheet business of the Company contained in and the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Subsidiaries, taken as a whole, as currently conducted, free and clear of any all Liens, except for other than Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (ai) Neither the Company nor any of its Subsidiaries currently owns any The Parent or a Parent Subsidiary has good and marketable title to each parcel of, or interest in, real property and, since January 1, 2014, have not owned any real propertyby Parent or a Parent Subsidiary (the “Parent Owned Real Property”). (bii) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct The Parent Owned Real Property and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property leased by Parent and the Parent Subsidiaries (the “Parent Leased Real Property LeasesProperty”)) constitute all of the real property occupied or used by Parent and the Parent Subsidiaries in connection with the operation of their respective businesses as currently conducted. The Company Parent or a Parent Subsidiary has heretofore a valid leasehold interest in or valid rights to all material Parent Leased Real Property. Parent has made available to Parent true, correct the Company true and complete copies of all material leases of the Parent Leased Real Property Leases (including the “Parent Leases”). No option, extension or renewal has been exercised under any Parent Lease except options, extensions or renewals that would not have a material and adverse impact on Parent’s ability to conduct its operations as a whole or whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to the Company with the corresponding Parent Lease. Each of Parent and the Parent Subsidiaries has complied in all material modificationsrespects with the terms of all Parent Leases to which it is a party and under which it is in occupancy, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and all such Parent Leases are in full force and effect. To the knowledge of Parent, all rent and other sums and charges payable by the Company lessors under the Parent Leases to which Parent or any of its Subsidiaries as tenants thereunder are current a Parent Subsidiary is a party have complied in all material respectsrespects with the terms of their respective Parent Leases. No termination event or condition or uncured default on Each of Parent and the part of the Company or, if applicable, any of its Parent Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists enjoys peaceful and undisturbed possession under any Real Property Leaseall such Parent Leases, except aswhere a failure to do so, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually material adverse effect on Parent. (iii) None of the Parent Owned Real Property or in the aggregate, a Company Material Adverse Effect, and Parent Leased Real Property is subject to the Enforceability Exceptionsany Liens (whether absolute, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liensaccrued, contingent or otherwise), except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (civ) The Company and its Subsidiaries Parent Entities have good and marketable title to all properties, assets and rights relating to or used or held for use in connection with the business of the Parent Entities and such properties, assets and rights comprise all of the assets reflected as owned on required for the most recent balance sheet conduct of the Company contained in business of the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted LiensParent Entities as now being conducted. All such properties, assets and rights are in all material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are respects adequate for the uses to purposes for which they such assets are being putcurrently used or held for use, are, and are in all material respects, in reasonably good repair and operating condition and repair (ordinary subject to normal wear and tear and ongoing maintenance exceptedtear), except where such failure would not reasonably be expected to have or result in a material adverse effect on Parent.

Real Property; Assets. (a) Neither Schedule 5.17(a) lists the street address of each parcel of Owned Real Property. The Company nor any or one of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real propertyhas good and valid title in fee simple to each parcel of Owned Real Property free and clear of all Liens (other than Permitted Liens). (b) Section 4.17(bSchedule 5.17(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leases(i) the street address of each parcel of Leased Real Property, subleases(ii) the identity of the lessor, licenseslessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, occupancy (iii) the terms and other agreements under which rental payment amounts pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. No material defaults by (i) the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, ii) to the Knowledge knowledge of the Company, the any landlord thereunder or sub-landlord, as applicable, presently exists under any of leases governing the Leased Real Property Lease, except as, individually or in the aggregate, Property. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, there is no violation of any Law (including any building, planning or zoning law) relating to any of the Owned Real Property or Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, either the Company or one of its Subsidiaries, as the case may be, is in peaceful and subject undisturbed possession of each parcel of Owned Real Property and Leased Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability to use the Owned Real Property and Leased Real Property for the purposes for which it is currently being used. (d) Except as would not have a Company Material Adverse Effect, no improvements on the Owned Real Property or Leased Real Property and none of the current uses and conditions thereof violate any Lien, applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the Enforceability Exceptionsownership or operation of all improvements on the Owned Real Property or Leased Real Property, other than those which are transferable with the Owned Real Property and the Leased Real Property, are required by any Governmental Authority having jurisdiction over the Owned Real Property or the Leased Real Property. (e) The Real Property is currently zoned so as to allow the operation of the business of the Company and its Subsidiaries as currently being operated thereon. (f) Except for such imperfections of title, if any, that would not have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries have has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in each parcel of real property leased by them its business, and (ii) Owned Real Properties and owned assets are free and clear of all mortgages, pledges, Liens, except Permitted Liensexpropriation, eviction, constriction, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer. Neither Each of the Company nor and each of its Subsidiaries has free and unrestricted access to public roads duly formalized before the competent Governmental Authorities, free and clear of any obstacles and no easement, license, concession, decree, administrative rule or any other act or matter of any other nature, prohibits, materially interferes or limits the access to any of the Owned Real Property, in a manner that would have a material adverse effect on their value or their use. As of the date hereof, none of the Company or any of its Subsidiaries has received written notice from any Governmental Authority of any pendingpending or threatened in writing Action to condemn or take by power of eminent domain or otherwise, and to the Knowledge or any sale or other disposition in lieu of condemnation, by any Governmental Authority, all or any material part of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Owned Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Subsidiaries.

Real Property; Assets. (a) Neither Except as is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect on the Company, the Company nor any of its Subsidiaries currently owns any or a Company Subsidiary has good and valid fee title to each real property andinterest or estate (other than any leasehold, since January 1license, 2014easement or other non-fee interest or estate) owned by the Company or any Company Subsidiary and reflected in the balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents (individually, a “Company Owned Real Property”), in each case free and clear of all Liens and defects in title, except for (i) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business with respect to obligations which are not delinquent or which are being contested in good faith by appropriate proceedings, (ii) Liens for Taxes, assessments and other governmental charges and levies that (A) are not due and payable or that may thereafter be paid without interest or penalty or (B) are being contested in good faith by appropriate proceedings and which have not owned been paid, or for which any real propertyreserves required by GAAP have been established, (iii) Liens affecting the interest of the grantor of any easements benefiting Company Owned Real Property, (iv) Liens (other than Liens securing indebtedness), minor defects or irregularities in title, conditions that would be disclosed by a current, accurate survey or physical inspection, easements, rights-of-way, covenants, restrictions and other similar matters that would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the Company Owned Real Property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted, (v) zoning, building and other similar codes and regulations, (vi) Liens securing indebtedness reflected in the consolidated balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents, and (vii) any lien arising out of or resulting from any (A) “material contract” as referenced in Section 3.16 or (B) any lease, license, sublease or sublicense of any Company Owned Real Property or Company Leased Real Property by the Company in favor of a third party (collectively, “Company Permitted Liens”). (b) Section 4.17(b) of Except as is not reasonably likely to result, individually or in the Company Disclosure Letter sets forth as of aggregate, in a Material Adverse Effect on the date hereof a trueCompany, correct and complete list of all leases, subleases, licenses, occupancy easement interests, rights of way and other similar agreements (each, a “Company Real Property Lease”) of real property under which the Company or any of its Subsidiaries uses is a tenant, subtenant, licensee or occupies easement interest holder (i) that are subject to an annual minimum royalty of $500,000 or has the right to use more, (ii) that had an annual production royalty of $750,000 or occupy, now or more in the futureimmediately preceding fiscal year, or (iii) on which an active preparation plant site or active mine is located, granting rights in, to, on, over or under any real property reflected in the consolidated balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents (each a, “Company Leased Real Property LeasesProperty”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is ) are valid, binding and binding, in full force and effecteffect and enforceable in accordance with its terms. Neither the Company nor any Company Subsidiary that is party to a Company Real Property Lease has received or given any written notice of any default thereunder, all rent which default continues on the date of this Agreement, nor, to the Knowledge of the Company, is there any default under any Company Real Property Lease by the Company or any Company Subsidiary or by any other party thereto, and other sums and charges payable no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under by any Real Property Leaseother party thereto, in each case except asas is not reasonably likely to result, individually or in the aggregate, would not reasonably be expected to have in a Company Material Adverse Effect. The Company or a Company Subsidiary has a good and valid title to the leasehold, subleasehold, license, easement or right of way estate, as applicable, in each Company Leased Real Property, in each case free and clear of all Liens except for Company Permitted Liens and other Liens affecting the interest of the landlords, licensors or grantors and subordination and similar agreements with respect thereto. (c) Except as would is not reasonably be expected likely to haveresult, individually or in the aggregate, in a Company Material Adverse Effect, and subject to Effect on the Enforceability ExceptionsCompany, the Company Owned Real Property and each the Company Leased Real Property includes all of its the land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto reasonably necessary for the use by the Company and the Company Subsidiaries in the conduct of their business as currently conducted. (d) Except as is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect on the Company, the Company Entities have good and valid leasehold interests title to all properties, assets and rights relating to or used or held for use in each parcel connection with the business of the Company Entities and such non-real property leased by them free properties, assets and clear of all Liens, except Permitted Liens. Neither rights along with the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Owned Real Property leases. (c) The and the Company and its Subsidiaries have good and marketable title to Leased Real Property comprise all of the assets reflected as owned on required for the most recent balance sheet conduct of the business of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are Entities as now being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)conducted.

Real Property; Assets. (ai) Neither the Company nor any The Parent or a Parent Subsidiary has good and marketable title to each parcel of its Subsidiaries currently owns any or interest in real property and, since January 1, 2014, have not owned any real propertyby Parent or a Parent Subsidiary (the “Parent Owned Real Property”). (bii) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct The Parent Owned Real Property and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property interests leased or otherwise held by Parent and the Parent Subsidiaries (the “Parent Leased Real Property LeasesProperty”)) and, together with the Parent Owned Real Property, the “Parent Real Property”) constitute all of the real property occupied or used by Parent and the Parent Subsidiaries in connection with the operation of their respective businesses as currently conducted. The Company Parent or a Parent Subsidiary has heretofore a valid leasehold interest in or valid rights to all material Parent Leased Real Property. Parent has made available to Parent true, correct the Company true and complete copies of all material leases of the Parent Leased Real Property Leases (including the “Parent Leases”). No option, extension or renewal has been exercised under any Parent Lease except options, extensions or renewals that would not have a material and adverse impact on Parent’s ability to conduct its mining operations at any of its business units, whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to the Company with the corresponding Parent Lease. Each of Parent and the Parent Subsidiaries has complied in all material modificationsrespects with the terms of all Parent Leases to which it is a party and under which it is in occupancy, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and all such Parent Leases are in full force and effect. To the knowledge of Parent, all rent and other sums and charges payable by the Company lessors under the Parent Leases to which Parent or any of its Subsidiaries as tenants thereunder are current a Parent Subsidiary is a party have complied in all material respectsrespects with the terms of their respective Parent Leases. No termination event or condition or uncured default on Each of Parent and the part of the Company or, if applicable, any of its Parent Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists enjoys peaceful and undisturbed possession under any Real Property Leaseall such Parent Leases, except aswhere a failure to do so, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually material adverse effect on Parent. (iii) None of the Parent Owned Real Property or in the aggregate, a Company Material Adverse Effect, and Parent Leased Real Property is subject to the Enforceability Exceptionsany Liens (whether absolute, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liensaccrued, contingent or otherwise), except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (cA) The Company and its Subsidiaries Parent Entities have good and marketable title to all properties, assets and rights relating to or used or held for use in connection with the business of the Parent Entities and such properties, assets and rights comprise all of the assets reflected as owned on required for the most recent balance sheet conduct of the Company contained business of the Parent Entities as now being conducted and (B) all such properties, assets and rights are in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All all material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are respects adequate for the uses to purposes for which they such assets are being putcurrently used or held for use, are, and are serviceable and in all material respects, in reasonably good operating condition and repair (ordinary subject to normal wear and tear and ongoing maintenance exceptedtear), except in each case where such failure would not reasonably be expected to have or result in a material adverse effect on Parent.

Real Property; Assets. (a) Neither the Company nor any of its the Company Subsidiaries currently owns any real property andowns, since January 1or has ever owned, 2014, have not owned any real property. (b) Section 4.17(b4.18(b) of the Company Disclosure Letter sets forth as of the date hereof Schedules contains a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which real property leased or subleased by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property Company Subsidiary (the “Leased Real Property LeasesProperty”), including the address thereof and the Real Estate Documents related thereto. The Company has heretofore made available to Parent DFHT true, correct and complete copies of all Real Property Leases the written leases, subleases, licenses and occupancy agreements (including all material written modifications, amendments, supplements, waivers and guaranties, extensions, renewals, waivers, side letters and other written agreements relating thereto) for the Leased Real Property to which the Company or any of the Company Subsidiaries is a party (the “Real Estate Documents”), and such deliverables comprise all Real Estate Documents relating to the Leased Real Property. There are no material oral arrangements or agreements with respect to the Leased Real Property. (c) Each Real Property Lease Estate Document (i) is a legal, valid, binding and enforceable obligation of the Company or the Company Subsidiaries and, to the knowledge of the Company, the other parties thereto, as applicable, subject to the Enforceability Exceptions, and each such lease is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the Real Estate Documents made available to DFHT and (iii) to the knowledge of the Company, subject to securing the consents or approvals, if any, required under the Real Estate Documents to be obtained from any landlord, lender or any other sums third party (as applicable), in connection with the execution and charges payable delivery of this Agreement by the Company or any the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle DFHT or its Subsidiaries as tenants thereunder are current to the use, occupancy and possession (in all material respects. No termination event or condition or uncured default on each case, subject to the part terms of the respective Real Estate Documents in effect with respect to Leased Real Property and the receipt of all required consents related thereto) of the premises specified in the Real Estate Documents for the purpose specified in the Real Estate Documents. (d) No material default or material breach by (i) the Company oror the Company Subsidiaries or (ii) to the actual knowledge of the Company, if any other parties thereto, as applicable, presently exists under any of its Real Estate Documents. Neither the Company nor the Company Subsidiaries has received written or, to the Knowledge knowledge of the Company, the landlord thereunder exists oral notice of any material default or material breach under any Real Property LeaseEstate Document which has not been cured. To the knowledge of the Company, except asno event has occurred that, individually and no condition exists which, with notice or lapse of time or both, would constitute a material default or material breach under any Real Estate Document by the Company or the Company Subsidiaries or by the other parties thereto. Neither the Company nor the Company Subsidiaries has subleased or otherwise granted in writing any Person the right to use or occupy any Leased Real Property, or any portion thereof, which is still in effect. Neither the Company nor the Company Subsidiaries has collaterally assigned or granted any other security interest in the aggregate, would not reasonably be expected to have a Leased Real Property. The Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have has good and valid leasehold interests in title to each parcel of real property leased by them Leased Real Property free and clear of all LiensEncumbrances, except other than Permitted Liens. Encumbrances. (e) Neither the Company nor any of its the Company Subsidiaries has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of the Leased Real Property, or any portion thereof, and the improvements thereon (i) are prohibited by any Encumbrance, Law or Order other than Permitted Encumbrances or (ii) are in material violation of any pendingof the recorded covenants, and conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property. (f) To the Knowledge knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Leased Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, is in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted), are suitable in all material respects for the purposes for which they are presently being used and, with respect to each, the Company or a Company Subsidiary has rights of ingress and egress to the Leased Real Property for operation of the business of the Company and the Company Subsidiaries in the ordinary course. To the knowledge of the Company, no condemnation proceeding is pending or threatened which would preclude or impair the use of any such property by the Company or the Company Subsidiaries for the purposes for which it is currently used.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (bi) Section 4.17(b3.1(p)(i) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct true and complete list and brief description of each parcel of real property owned by the Company and the Company Subsidiaries (the “Owned Real Property”). One or more of the Company and the Company Subsidiaries has good and valid title to all such real property, free and clear of all leasesLiens, subleasesexcept (a) Permitted Liens, licenses(b) Liens evidenced by any lease, occupancy and other agreements under which contract, or agreement that is described in the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now Disclosure Letter or in the futureCompany SEC Documents filed before the date of this Agreement, (c) imperfections of title and Liens that do not materially detract from the value or materially interfere with the present use of the properties subject thereto or affected thereby, (d) imperfections of title and Liens that (1) are shown on any title commitment or title policy described in the Company Disclosure Letter or (2) are otherwise of record which do not have or result in a material adverse effect on the Company, and (e) imperfections of title and Liens which do not have or result in a material adverse effect on the Company. (ii) Section 3.1(p)(ii) of the Company Disclosure Letter contains a true and complete list and brief description of all real property (leased by the Company and the Company Subsidiaries, all of which are hereinafter referred to as the “Leased Real Property.” The Owned Real Property Leases”and Leased Real Property constitute all of the real property occupied or used by the Company and the Company Subsidiaries in connection with the operation of their respective businesses as currently conducted (other than real property accessible to the public generally). The Company or a Company Subsidiary has heretofore a valid leasehold interest in or valid rights to all Leased Real Property except (a) Permitted Liens, (b) Liens evidenced by any lease, contract, or agreement that is described in the Company Disclosure Letter or in the Company SEC Documents filed before the date of this Agreement, (c) imperfections of leasehold title and Liens that do not materially detract from the value or materially interfere with the present use of the properties subject thereto or affected thereby, (d) imperfections of leasehold title and Liens that are shown of record which do not have or result in a material adverse effect on the Company, and (e) imperfections of leasehold title and Liens which do not have or result in a material adverse effect on the Company. The Company has made available to Parent true, correct true and complete copies of all leases of the Leased Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters theretothe “Leases”). Each Real Property Lease of the Company and the Company Subsidiaries is validin compliance with the terms of all Leases to which it is a party and under which it is in occupancy, binding and all such Leases are in full force and effect, all rent except for any failure to be in such compliance or to be in full force and other sums and charges payable by the Company effect that does not have or any of its Subsidiaries as tenants thereunder are current result in all a material respects. No termination event or condition or uncured default adverse effect on the part of Company. To the Company or, if applicable, any of its Subsidiaries or, to the Knowledge knowledge of the Company, the landlord thereunder exists lessors under any Real Property Leasethe Leases to which the Company or a Company Subsidiary is a party are in compliance with the terms of their respective Leases, except for any failure to be in such compliance that does not have or result in a material adverse effect on the Company. (iii) The Company and the Company Subsidiaries have sufficient title to, or the right to use, all of their tangible properties and assets (other than the Owned Real Property, representations as to which are set forth in Section 3.1(p)(i)) and the Leased Real Property, representations as to which are set forth in Section 3.1(p)(ii), necessary to conduct their respective businesses as currently conducted, with such exceptions as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in interfere with the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each current use of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for such properties or assets that in such a manner as to have been sold or disposed of result in a material adverse effect on the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Company.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject (i) the Company or the applicable Subsidiary of the Company party to the Enforceability Exceptionsrespective Real Property Lease has good and valid title to the leasehold estate under such Real Property Leases free and clear of any Liens other than Permitted Liens, and (ii) neither the Company and each nor any of its Subsidiaries have subleased, licensed or otherwise granted any Person the right to use or occupy any of its real estate interest under a Real Property Lease. (b) Section 4.17 of the Company Disclosure Letter sets forth a true, correct and complete list in all material respects as of the date of this Agreement of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries, as applicable, possess good and valid leasehold interests in each parcel of real property leased by them marketable, indefeasible fee simple title to the Owned Real Property free and clear of all Liens and defects in title, except for Permitted Liens, except Permitted Liens(ii) neither the Company nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy the Owned Real Property or any portion thereof and (iii) neither the Company nor any of its Subsidiaries has granted any outstanding options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property or any portion thereof or interest therein. Neither Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice of any pendingpending condemnation proceeding with respect to any Owned Real Property and, and to the Knowledge of the Company, there no such proceeding is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the The Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have does not own and has never owned any real property. (b) Section 4.17(b2.20(b) of the Company Disclosure Letter Schedule sets forth as a list of all real property currently leased by, licensed to or otherwise used or occupied (but not owned) by the date hereof a trueCompany (the “Leased Real Property”), correct and complete together with an accurate list of all leases, subleases, licenses, occupancy and other subleases or similar agreements under pursuant to which the Company or leases such Leased Real Property, including any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property amendments thereto (the “Real Property Leases”). The Company has heretofore made available good and marketable leasehold title to Parent truethe Leased Real Property, correct free and complete copies clear of all Real Property Leases (including all material modificationsany Encumbrances, amendments, supplements, waivers other than Permitted Encumbrances. The Company has enjoyed uninterrupted and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part undisputed possession of the Company or, if applicable, any of its Subsidiaries or, Leased Real Property. There are no disputes with respect to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease. The Company has not sub-leased or sub-licensed, except as, individually or in the aggregate, would not reasonably be expected otherwise granted to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptionsany Person, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and right to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to use or occupy any of the Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have has good and marketable title to to, or, in the case of leased or licensed Assets, marketable leasehold or license interests in, all of its tangible Assets used or held for use in its business, free and clear of any Encumbrances, other than (1) as reflected in the assets reflected as owned on Most Recent Balance Sheet, (2) Permitted Encumbrances, and (3) such minor imperfections of title and non-monetary Encumbrances that do not detract materially from the most recent balance sheet value or interfere materially with the present use of the Company contained in Assets or the Company SEC Reports filed prior to the date hereof Leased Real Property subject thereto or affected thereby. (except for properties or assets that d) The tangible Assets and Leased Real Property (i) have been sold or disposed of maintained in accordance with the ordinary course of business consistent with past practice since the date of such balance sheet(subject to normal tear and wear), (ii) free are in good condition and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, repair in all material respects, in good operating condition and repair respects (ordinary subject to normal wear and tear tear), and ongoing maintenance excepted)(iii) constitute all of the material tangible assets and all of the real properties necessary to conduct the business of the Company as currently conducted.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b3.16(a)(i) of the Company Disclosure Letter sets forth as a complete and accurate list of all real property owned by the Company or any Company Subsidiary (“Owned Real Property”), including the street address thereof. The Company or one of the date hereof Company Subsidiaries, as applicable, has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens. To the knowledge of the Company, there does not exist any material pending or threatened re-zoning, condemnation or eminent domain proceedings, lawsuits or administrative actions that affect any portion of the Owned Real Property or the improvements thereon and neither the Company nor any Company Subsidiary has received any notice of the intention of any Governmental Entity to re-zone, take or use any of the Owned Real Property or the improvements thereon. (b) Except with respect to real property that is used solely as general administrative office space and for which the annual rent or other payment obligations do not exceed $500,000, Section 3.16(b)(i) of the Company Disclosure Letter sets forth a true, correct true and complete list of (i) all leases, subleases, licenses, occupancy and other agreements under which real property leased or subleased by the Company or any of its Subsidiaries uses or occupies or has Company Subsidiary (the right to use or occupy“Leased Real Property”, now or in and, together with the futureOwned Real Property, any real property the “Real Property”) and (ii) all leases, subleases and other material occupancy agreements (including all modifications, guaranties and amendments thereto), for each Leased Real Property (each, a “Real Property Lease” and, collectively, the “Real Property Leases”), including the street addresses thereof and the parties to the applicable Real Property Lease. The Company has heretofore made available to Parent true, correct True and complete copies of each Real Property Lease have been provided to Parent prior to the date of this Agreement. The Company and the Company Subsidiaries have good and valid leasehold interests in or valid rights to use each of the Leased Real Property, in each case free and clear of all Liens, except Permitted Liens. (A) To the knowledge of the Company, none of the Real Property Leases have been amended or modified, except as reflected in the modifications or amendments provided to Parent prior to the date of this Agreement, and (including all material modificationsB) none of the Real Property Leases have been assigned, amendmentssubleased, supplementslicensed or otherwise transferred, waivers and side letters thereto)or taken as a security interest in any manner by the Company or any Company Subsidiary. Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by effect with respect to the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of and the Company or, if applicable, any of its Subsidiaries orto the extent a party thereto and, to the Knowledge knowledge of the Company, each other party thereto, subject to the landlord thereunder exists under any Real Property Lease, Bankruptcy and Equity Exception and except as, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in material breach of or material default under any Real Property Lease, and, to the knowledge of the Company, no other party is in material breach of or material default under any Real Property Lease. (c) Except as would not reasonably be expected to have, individually or in set forth on Section 3.16(c) of the aggregate, a Company Material Adverse Effect, and subject to the Enforceability ExceptionsDisclosure Letter, the Company and each of its Subsidiaries have Company Subsidiary owns good and valid leasehold interests title to, or holds pursuant to valid and enforceable leases, licenses or occupancy agreements, all of its material properties and assets, in each parcel of real property leased by them case free and clear of all Liens, except Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, The properties and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained and the Company Subsidiaries (including the Real Property) (i) constitute all material properties and assets used in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed business of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its the Company Subsidiaries, (ii) constitute all properties and assets necessary and sufficient to conduct the business of the Company and the Company Subsidiaries are adequate in materially the same manner as currently conducted and (iii) are, in all material respects, in reasonable operating condition and repair for the uses to which they are being put, are, in all material respects, in good operating condition and repair (subject to ordinary wear and tear and ongoing maintenance excepted)requirements.

Real Property; Assets. (a) Neither the Company nor JV GmbH, any of its Subsidiaries currently nor any Carve-Out JV owns any real property and, since January 1, 2014, have not owned any or interests in real property. (b) Section 4.17(bSchedule 4.19(b) of the Company JV GmbH Disclosure Letter sets forth as of the date hereof Schedules contains a true, correct and complete list of all leases, subleases, licenses, occupancy leasehold or subleasehold estates and other agreements under which the Company rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by JV GmbH or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property LeasesProperty”). The Company JV GmbH has heretofore made available to Parent SEDA or its Representatives true, correct and complete copies of all Real Property Leases the leases, subleases and occupancy agreements (including all material modifications, amendments, supplements, waivers and side letters thereto) for the material Leased Real Property to which JV GmbH or any of its Subsidiaries is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. The Real Estate Lease Documents have been validly registered in accordance with applicable Law, in each case except as would not be expected to have a Material Adverse Effect. (c) Each Real Property Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of JV GmbH or its Subsidiaries, as applicable, subject to Enforceability Exceptions, and each such lease is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and other sums side letters thereto made available to SEDA or its Representatives and charges payable (iii) subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by JV GmbH or the Company consummation of the Transactions by JV GmbH, upon the consummation of the Transactions, will entitle JV GmbH to the use, occupancy and possession, in each case subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property, of the premises specified in the Real Estate Lease Documents. (d) No material default by (i) JV GmbH or any of its Subsidiaries or (ii) to the knowledge of JV GmbH, any landlord or sub-landlord, as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder presently exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted LiensEstate Lease Documents. Neither the Company JV GmbH nor any of its Subsidiaries has received written notice of material default under any pendingReal Estate Lease Document which default has not been cured or waived prior to the date hereof. To the knowledge of JV GmbH, no event has occurred that, and no condition exists that, with or without notice or lapse of time or both, would constitute a material default under any Real Estate Lease Document by JV GmbH or any of its Subsidiaries (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. Neither JV GmbH nor any of its Subsidiaries has subleased or otherwise granted any Person other than another Subsidiary of JV GmbH the right to use or occupy any Leased Real Property, which sublease or right is still in effect. Except for the Permitted Liens, neither JV GmbH nor any of its Subsidiaries has collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. Except for the Permitted Liens, there exist no Liens affecting the Leased Real Property created by, through or under JV GmbH or any of its Subsidiaries. (e) With respect to each Real Estate Lease Document: (i) since the date that is two (2) years prior to the Knowledge date hereof, to the knowledge of JV GmbH, no security deposit or portion thereof deposited by JV GmbH or any of its Subsidiaries under such Real Estate Lease Document has been applied in respect of a breach or default under such Real Estate Lease Document that has not (A) if and as required by the applicable landlord, been redeposited in full, or (B) been disclosed in writing to SEDA or its Representatives; and (ii) neither JV GmbH nor any of its Subsidiaries holds a contractual right or obligation to purchase or acquire any material real estate interest. (f) Neither JV GmbH nor any of its Subsidiaries has received any written notice that remains outstanding as of the Companydate hereof that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited or otherwise limited by any Lien, there is no threatened, condemnation with respect to any property leased pursuant to Governmental Order or Law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property leasesProperty. (cg) The Company All of the Leased Real Property and buildings, fixtures and improvements thereon (A) are in reasonable operating condition, and (B) to the knowledge of JV GmbH, no condition exists requiring material repairs, alterations or corrections. (h) Except for Permitted Liens, JV GmbH and its Subsidiaries have good and marketable valid title to all the material assets of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free JV GmbH and clear of any Liens, except for Permitted Liensits Subsidiaries. All owned or leased material items of equipment and other tangible assets owned by or leased to the Company of JV GmbH and its Subsidiaries (other than the Leased Real Property) are adequate in all material respects in good working order, repair and operating condition. JV GmbH and its Subsidiaries have obtained right of way and peaceful possession required for usage and access to the uses to which they are being put, are, Leased Real Property in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor Sellers do not own any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real propertyOwned Real Property. (b) Section 4.17(bAll utilities currently servicing the Assumed Facilities are installed, connected and operating, with all charges paid in full. (c) All permanent certificates of occupancy and all other material licenses, Permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction and the requisite certificates of the Company Disclosure Letter sets forth as local board of fire underwriters (or other body exercising similar functions) have been issued for the date hereof a trueAssumed Facilities, correct and complete list of all leaseshave been paid for, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and are in full force and effect, all rent and, are assignable by Sellers or their Subsidiaries. (d) Except as set forth on Schedule 4.13(d) and with the exception of the proposed Sale Order, to the Knowledge of Sellers, there are no agreements, consent orders, decrees, judgments, licenses, Permits, conditions or other sums and charges payable directives, issued by a governmental department or agency or court which relate to the Company future use or require any change in the present use or operations of the Assumed Facilities. (e) Neither Sellers nor any of its their Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on have received any notice from the part holder of any mortgage presently encumbering the Company or, if applicableAssumed Facilities, any of its Subsidiaries insurance company which has issued a policy with respect to the Assumed Facilities or, to the Knowledge of Sellers, from any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies in the CompanyAssumed Facilities or requiring the performance of any repairs, alterations or other work to the landlord thereunder exists under Assumed Facilities. (f) The operation and use of the buildings and other improvements constituting the Assumed Facilities do not violate, in any Real Property Leasematerial respect, any zoning, subdivision, building or similar law, ordinance, Order, Regulation or recorded plat or any certificate of occupancy issued with respect to the Assumed Facilities, except asfor violations that would not have a material adverse effect with respect to any individual Assumed Facility. (g) (1) Except for the Assumed Facilities Leases identified on Schedule 4.13(g) attached hereto, individually there are no occupancy rights, leases, licenses or tenancies presently affecting the Assumed Facilities; (2) Sellers have heretofore delivered to Purchaser true and complete copies of each of the Assumed Facility Leases (or in the aggregatecase of an oral lease, a written summary of the material terms of such lease) and none of such leases has been amended, modified or terminated; (3) except as set forth on Schedule 4.13(g) attached hereto, the Assumed Facility Leases are at present and on the date of the Closing shall be legal, valid, enforceable and in full force and effect unless any such Assumed Facility Lease shall have expired in accordance with its terms (and not because of any termination or other acceleration of the stated expiration date thereof); (4) there is no option to purchase, right of first offer, right of first refusal or other provision granting any Seller or, to the Knowledge of Sellers any other Person any right to acquire the Assumed Facilities; (5) except as set forth on Schedule 4.13(g) attached hereto, to the Knowledge of Sellers, there are no disputes or forbearance programs in effect with respect to such Assumed Facilities; (6) except as set forth on Schedule 4.13(g) attached hereto, neither Sellers nor, to the Knowledge of Sellers, any other party to the Assumed Facilities is in breach or in default under such Assumed Facility Leases, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Assumed Facilities; (7) except as set forth on Schedule 4.13(g) attached hereto, no security deposit or portion thereof deposited with respect such Assumed Facilities has been applied in respect of a breach or default under such Assumed Facilities which has not been redeposited in full; (8) neither Sellers nor any of their Subsidiaries owe, or will in the future, owe any brokerage commissions or finder's fees with respect to such Assumed Facilities; and (9) except for Liens which will be extinguished pursuant to the Sale Order, neither Sellers nor any of their Subsidiaries have collaterally assigned or granted any other security interest in such Assumed Facilities nor subleased, licensed or otherwise granted any Person the right to use or occupy such Assumed Facilities or any portion thereof. (h) There are no defects in the buildings, improvements and structures and fixtures located on or at the Assumed Facilities which would materially impair the conduct of the Business by Purchaser immediately following the Closing. The mechanical, electrical, plumbing, HVAC and other systems servicing the Assumed Facilities are in good working order and repair, ordinary wear and tear excepted, and there are no defects in such systems which could reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in materially impair the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge conduct of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of Business by Purchaser immediately following the Real Property leasesClosing. (ci) The Company and its Subsidiaries have good and marketable title to Leased Facilities comprise all of the assets reflected as owned on the most recent balance sheet of the Company contained real property used in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Business.

Real Property; Assets. (a) Neither the No Group Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not or has ever owned any real property. (b) Section 4.17(b3.19(b) of the Company Disclosure Letter sets forth as of the date hereof Schedules contains a true, correct and complete list of all leases, subleases, licenses, occupancy leasehold or subleasehold estates and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right rights to use or occupyoccupy any land, now buildings, structures, improvements, fixtures or other interest in the future, any real property held by any of the Group Companies (the “Leased Real Property LeasesProperty”). The Company has heretofore made available to Parent SPAC or its Representatives true, correct and complete copies of the Real Property Leases, and such deliverables comprise all Real Property Leases relating to the Leased Real Property. (including all material c) Each Real Property Lease (i) is a legal, valid, binding and enforceable obligation of the applicable Group Company party thereto, subject to the Enforceability Exceptions, and each such lease is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto). Each thereto made available to SPAC or its Representatives and (iii) subject to securing the Consents, if any, required under the Real Property Lease is validLeases to be obtained from any landlord, binding or lender to landlord (as applicable), in connection with the execution and in full force and effect, all rent and other sums and charges payable delivery of this Agreement by the Company Parties or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part consummation of the Transactions by the Company orParties, if applicableupon the consummation of the Transactions, any of its Subsidiaries or, will entitle the Group Companies to the Knowledge use, occupancy and possession, in each case subject to the terms of the respective Real Property Leases in effect with respect to the Leased Real Property, of the premises specified in the Real Property Leases. (d) No material default or breach by (i) any Group Company or (ii) to the knowledge of the Company, the landlord thereunder any third party under a Real Property Lease, as applicable, presently exists under any Real Property Leases. No Group Company has received written or to the knowledge of the Company, oral, notice of material default under any Real Property Lease which default has not been cured or waived prior to the date hereof. To the knowledge of the Company, no event has occurred that (with or without notice or lapse of time or both), and no condition exists that, with or without notice or lapse of time or both, would constitute a material default or breach or would permit termination of, or a material modification or acceleration thereof under any Real Property Lease by any Group Company (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. None of the Group Companies has subleased or otherwise granted any Person other than another Group Company the right to use or occupy any Leased Real Property, which sublease or right is still in effect and the possession and quiet enjoyment of the Leased Real Property by the applicable Group Company party thereto under such Real Property Lease has not been disturbed. Except for the Permitted Liens, none of the Group Companies has collaterally assigned or granted any Lien in the Leased Real Property or any interest therein which is still in effect. The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Group Companies. (e) With respect to each Real Property Lease: (i) since the Lookback Date, except asto the knowledge of the Company, individually no security deposit or portion thereof deposited by any Group Company under such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease that has not (A) if and as required by the applicable landlord, been redeposited in full, or (B) been disclosed in writing to SPAC or its Representatives; and (ii) none of the Group Companies holds a contractual right or obligation to purchase or acquire any material real estate interest. (f) None of the Group Companies has received any written notice that remains outstanding as of the date hereof that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited or otherwise limited by any Lien, Order or Law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property. (g) All of the Leased Real Property and buildings, fixtures and improvements thereon (A) are in reasonable operating condition, and (B) to the knowledge of the Company, no condition exists requiring material repairs, alterations or corrections. (h) Except for inventory and other property sold, used or otherwise disposed of in the Ordinary Course of Business, the Group Companies have good and marketable title to, or in the aggregatecase of leased properties and assets, a valid leasehold interest in, all of the items of material tangible personal property reflected in the most recent Audited Financial Statements, subject to no Liens, other than (i) Permitted Liens, (ii) Liens specifically identified on the Financial Statements, and (iii) where such failure to have good and marketable title, free and clear of all Liens, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, and subject to . Such material tangible personal property includes all tangible personal property reasonably required for the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge continued conduct of the Company, there is no threatened, condemnation with respect to any property Group Companies’ business as currently conducted. All such owned or leased pursuant to any material tangible assets of the Group Companies (other than the Leased Real Property leases. (cProperty) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, respects in good working order, repair and operating condition and repair (ordinary course wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently Company Subsidiary owns any real property and, since January 1, 2014, have not owned any real property. (b) . Section 4.17(b) 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof a truehereof, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under any Contract pursuant to which the Company or any of its Subsidiaries uses Company Subsidiary leases, subleases or occupies any real property (other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material) (“Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy, now or in the future, occupy any real property (the “Real Property Leases”). The subject to a Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effectportion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Lease is valid, binding and in full force and effect, subject to the Enforceability ExceptionsLimitations, and no uncured default on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company and each of its Subsidiaries have Lease, (ii) the Company or a Company Subsidiary has a good and valid leasehold interests interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each parcel of real property leased by them subject to the Company Leases, free and clear of all Liens, except other than Permitted Liens. Neither Liens and (iii) the Company nor any of its Subsidiaries or a Company Subsidiary has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the assets reflected as owned on the most recent balance sheet business of the Company contained in and the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Subsidiaries, taken as a whole, as currently conducted, free and clear of any all Liens, except for other than Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (bi) Section 4.17(b3.1(j)(i) of the Company Disclosure Letter Schedule sets forth as the real property owned by the Company and its Subsidiaries (the “Owned Real Property”) and Section 3.1(j)(ii) of the date hereof Company Disclosure Schedule sets forth all the real property leased by the Company and its Subsidiaries (the “Leased Real Property”) and a true, correct true and complete list of all leases, subleases, licenses, occupancy and other the lease agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “including amendments thereto) governing such Leased Real Property Leases(each, a “Lease”). The Company or its Subsidiaries has heretofore made available valid and legal title to Parent true, correct the Owned Real Property free and complete copies clear of all Liens, sub-leases, options to purchase, rights of first refusal and licenses (collectively, “Real Property Leases Encumbrances”), except (including all material modificationsi) those permitted under the Credit Agreement, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and (ii) those reflected or reserved against in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part latest balance sheet of the Company orincluded in the Company SEC Reports, if applicable(iii) taxes and general and special assessments not in default and payable without penalty and interest, any of its Subsidiaries or, to the Knowledge (iv) Permitted Liens and (v) as set forth in Section 3.1(j)(iii) of the Company, Company Disclosure Schedule. Except as set forth in Section 3.1(j)(iv) of the landlord thereunder exists under any Real Property Lease, Company Disclosure Schedule and except as, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in Effect on the aggregate, a Company Material Adverse Effect, and subject to the Enforceability ExceptionsCompany, the Company and each of its Subsidiaries have good and has a valid leasehold interests interest in each parcel of real property leased by them all Leased Real Property, free and clear of all LiensReal Property Encumbrances, except Permitted Liens. Neither and the Company nor any of its Subsidiaries has received written notice is not in violation or breach of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leasesLease. (cii) The Except as set forth on Section 3.1(j)(v) of the Company Disclosure Schedule and as would not otherwise reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have own good and marketable title to to, or a valid leasehold interest in, free and clear of all Liens except Permitted Liens, all of the personal property and assets reflected as owned which are shown on the most recent balance sheet Balance Sheet or acquired thereafter. The assets and properties (whether real or personal, tangible or intangible) owned or leased by the Company and its Subsidiaries constitute all of the Company contained in material assets and properties necessary to operate the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of business in the ordinary course of business and consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)practice.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b2.10(a) of the Company Seller Disclosure Letter Schedule sets forth the address of each material parcel of leasehold or subleasehold estates and other material rights to use or occupy any land or improvements held by or for Seller (the “Leased Real Property”) as of the date hereof a true, correct hereof. True and complete list copies of all leasesleases and such other documents relating to the Leased Real Property (including all extensions, subleasessupplements, licenses, occupancy amendments and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupymodifications thereof, now or in the futurewaivers thereunder, any real property and nondisturbance agreements, if any, relating thereto) (the “Real Property Leases”). The Company has heretofore ) have been made available by Seller to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto)Purchaser. Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part As of the Company orEffective Date, if applicable, any of its Subsidiaries or, to the Knowledge except for matters (xx) set forth in Section 2.10(a) of the CompanySeller Disclosure Schedule, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, (yy) circumstances which would not reasonably be expected to have result in a Company Material Adverse Effect, (i) the Leases are in full force and effect in accordance with their terms, (ii) Seller is not in default of any of its obligations under the Leases and (iii) to Seller’s knowledge, the landlords under the Leases are not in default of the landlords' obligations under the Leases. At the Closing, the premises to be conveyed or leased by Purchaser following the Closing pursuant to the Leases shall be free and clear of all subtenants and occupants other than Purchaser’s employees. (b) Seller has a valid leasehold interest in (other than those that have expired or been terminated by operation of their terms since the date hereof), as the case may be, the Leased Real Property. Seller owns no real property. (c) Seller has good and valid title to all of its material properties, interests in properties and assets, real and personal, reflected on the most recent Seller SEC Report or acquired since the date of the most recent Seller SEC Report, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens. (d) Except as to such items as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect, all personal property and equipment owned (including Inventory and Equipment), leased or otherwise used by Seller (i) are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), (ii) comply with the Enforceability Exceptions, the Company applicable leases and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of with all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, applicable Laws in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)iii) are suitable for the purposes for which they are presently used.

Real Property; Assets. (ai) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(bSECTION 3.1(t)(i) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct true and complete list of all leases, subleases, licenses, occupancy and other agreements under which each parcel of real property owned by the Company or any of its and the Company Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”"OWNED REAL PROPERTY"). The Company or a Company Subsidiary has heretofore good and marketable fee simple title to all such Owned Real Property. The Company has made available to Parent true, correct true and complete copies of all documents evidencing the ownership interest of the Company in the Owned Real Property. (ii) SECTION 3.1(t)(ii) of the Company Disclosure Letter contains a true and complete list and brief description of all material real property leased by the Company and the Company Subsidiaries, all of which are hereinafter referred to as the "LEASED REAL PROPERTY." The Company or a Company Subsidiary has a valid leasehold interest in or valid rights to all Leased Real Property. The Company has made available to Parent true and complete copies of all leases of the Leased Real Property Leases (including the "LEASES"). No option, extension or renewal has been exercised under any Lease except options, extensions or renewals whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to Parent with the corresponding Lease. Each of the Company and the Company Subsidiaries has complied in all material modificationsrespects with and is not in material default under the terms of all Leases to which it is a party and under which it is in occupancy, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding all such Leases are valid and in full force and effect, all rent and other sums and charges payable by . The lessors under the Leases to which the Company or any of its Subsidiaries as tenants thereunder are current a Company Subsidiary is a party have complied in all material respectsrespects with and are not in material default under the terms of their respective Leases. No termination event or condition or uncured default on the part Each of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company Subsidiaries enjoys peaceful and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of undisturbed possession under all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leasessuch Leases. (ciii) The Company and its Subsidiaries have good and marketable title to all None of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior Owned Real Property Leases or Leased Real Property is subject to the date hereof any Liens (except for properties whether absolute, accrued, contingent or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheetotherwise) free and clear of any Liens, except for Permitted Liens. All material items "Permitted Liens" means, collectively, (i) liens or other encumbrances securing real estate taxes and assessments, all of equipment which are not yet due and payable or which are currently being contested in good faith or (ii) liens or other tangible assets owned by encumbrances of a character that do not materially detract from the value of the real property subject thereto, or leased to materially impair the operation of the Company and or its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)subsidiaries or detract from its business.

Real Property; Assets. (aExhibit 10.3.5(a) Neither contains the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct exact and complete list of all leasesland, subleases, licenses, occupancy and other agreements under which buildings or premises owned by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property Group Companies (the “Real Property LeasesProperties”). The Company has heretofore made available Properties are in a state of tenant repair and maintenance which allows the Group Companies to Parent trueconduct their respective business in their normal course as they are currently carried on, correct are covered by valid, regular ownership titles, held by the Group Companies, except as disclosed in Exhibit 10.3.5(b), and complete copies are not subject to any Encumbrance (which term, for the avoidance of all Real Property Leases doubt, shall exclude any easement (including all material modifications, amendments, supplements, waivers and side letters theretoservitude)). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable The research required by the applicable regulations regarding asbestos were undertaken on each of the Properties and did not reveal any need to undergo asbestos removal work. No employee has notified any Group Company of any claim based on exposure to asbestos. No Property is the subject of an eminent domain expropriation, whether partial or full, or of any other administrative measure which could noticeably depreciate the value, nor is any easement (servitude) granted or held over any Property that has or would have Material Adverse Consequences. No party except Group Companies and Group Subsidiaries holds any right of occupancy or a lease over any of its Subsidiaries as tenants thereunder are current in all material respectsthe Properties. No termination event or condition or uncured default on the part of the Company or, if applicable, The Group Companies have not received any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to pending proceeding regarding any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all Properties. All of the assets reflected as owned administrative authorizations relative to the occupation of the Properties have been received in a manner to authorise the use of the Properties for the conduct of the business of the relevant Group Companies. There is no pending proceeding that is of a nature that would cause the cancellation or withdrawal of these authorizations. The validity of these authorizations will not be called into question by the transfer of the Shares pursuant to this Agreement. All of the permits for demolition and construction related to the work undertaken on the most recent balance sheet Properties and the certificates of conformity of said work have been obtained and have become definitive. The construction permits and the zoning permits related to the Properties are either not subject to conditions or subject to conditions that were satisfied or fully respected and performed. There is no reported or pending liability resulting from any third party claim against any Group Company which remains outstanding and relates to a land or building occupied by any of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Group Companies.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b4.16(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date hereof a truehereof, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable owned by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Subsidiary (“Owned Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectProperty”). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Company Subsidiary owns good and subject marketable fee simple title to the Enforceability ExceptionsOwned Real Property, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except other than Permitted Liens. Neither To the Company’s Knowledge, there is no pending or threatened condemnation proceeding with respect to any of the Owned Real Property. (b) Section 4.16(b) of the Company nor Disclosure Letter sets forth a complete and correct list, as of the date hereof, of all real property leased or subleased by the Company or any of its Subsidiaries Company Subsidiary (“Leased Real Property” and, together with the Owned Real Property, the “Real Property”). Except as has received written notice of not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each lease, sublease or occupancy agreement pursuant to which the Company or any pendingCompany Subsidiary leases, subleases or occupies any Leased Real Property(“Company Leases”) is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease, and (ii) the Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each Leased Real Property, free and clear of all Liens, other than Permitted Liens. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Real Property is properly zoned for their present use under applicable zoning ordinances, and there are no pending or, to the Knowledge of the Company, there is no threatenedthreatened Proceedings which could result in a modification or termination of such zoning. Except as has not had and would not reasonably be expected to have, condemnation individually or in the aggregate, a Company Material Adverse Effect, all proven and probable aggregates reserves located at the Real Property are within zoning classifications that permit the quarrying, processing, distribution and sale of such materials, subject to applicable setback and other conditions under such zoning classifications. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary has received any written notice (i) alleging noncompliance by with any applicable building, zoning, land use or other similar Laws and other requirements with respect to any property leased pursuant Real Property, (ii) alleging non-conforming uses, zoning or building code variances or any other use restrictions with respect to any Real Property, (iii) regarding any pending or contemplated rezoning proceeding affecting any Real Property or (iv) regarding any pending or contemplated proceeding or public improvement that could result in the levy of any special Tax or assessment against any Real Property. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, all of the Real Property leasesis in compliance with all applicable building, zoning, land use and other similar Laws. (cd) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company and its Subsidiaries have Material Adverse Effect, the Company or a Company Subsidiary has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the assets reflected as owned on the most recent balance sheet business of the Company contained in and the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Subsidiaries, taken as a whole, as currently conducted, free and clear of any all Liens, except for other than Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither Section 2.8 of the Company nor any Disclosure Letter lists all material items of its Subsidiaries currently owns any real property and, since January 1, 2014, have not either owned any real property. (b) Section 4.17(b) of by the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company Companies or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property their respective subsidiaries (the “"Owned Real Property Leases”Property") or leased by the Companies or any of ------------------- their respective subsidiaries (the "Leased Real Property"). The Company has heretofore made available Companies or -------------------- their respective subsidiaries have good and marketable title to Parent true, correct and complete copies of all the Owned Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default listed on the part Section 2.8 of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good Disclosure Letter and valid leasehold interests in the Leased Real Property listed on Section 2.8 of the Disclosure Letter, in each parcel of real property leased by them case, free and clear of all Liens, except for (i) Liens for taxes and other governmental charges and assessments which are not yet due and payable or which are being contested in good faith by appropriate proceedings, (ii) Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business and as to which adequate reserves have been established in the Financial Statements to the extent required by GAAP, (iii) easements, rights of way, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting the real property that do not, individually or in the aggregate, materially adversely impair the continued use as currently conducted of the real property as to which they relate, (iv) statutory Liens in favor of lessors arising in connection with any property leased to the Companies or their subsidiaries and that do not, individually or in the aggregate, materially adversely impair the continued use as currently conducted of the real property as to which they relate, (v) Liens reflected in the Financial Statements or arising under the Contracts disclosed pursuant to Section 2.9 and that do not, individually or in the aggregate, materially adversely impair the continued use as currently conducted of the real property to which they relate, and (vi) any other Liens which do not materially interfere with the current use of properties affected thereby ("Permitted Liens"). Neither --------------- Existing public utility services (including, without limitation, all applicable electric lines, sewer and water lines, gas and telephone lines) necessary to the Company nor continued use as currently conducted of any Owned Real Property or Leased Real Property are available to service each such property. (b) Each lease (including any option to purchase contained therein) pursuant to which the Companies or any of their respective subsidiaries leases any Leased Real Property listed on Section 2.8 of the Disclosure Letter (the "Leases") is in full force and effect and, to the knowledge of the Sellers, is ------- enforceable against the landlord which is party thereto in accordance with its Subsidiaries terms. There exists no material default or event of default (or any event that with notice or lapse of time or both would become a material default) on the part of the Companies or any of their respective subsidiaries under any Leases, or to the knowledge of the Sellers, any other party thereto. The Sellers have made available to the Purchaser complete and correct copies of all Leases including all amendments thereto. None of the Companies or any of their respective subsidiaries has received written any notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation default under any lease by which it leases any Leased Real Property nor any other termination notice with respect to any property leased pursuant to any of the Real Property leasesthereto. (c) The Each Company or its subsidiaries have legal and beneficial ownership of all of their respective tangible personal property and assets included in the Offer Balance Sheet relating to such Company and all personal property acquired by each Company or its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to subsidiaries since the date hereof (thereof except for properties or and assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Offer Balance Sheet, in each case, free and clear of any Liens, except for all Liens other than Permitted Liens. All material items The Companies and their subsidiaries own or have the right to use all of equipment the properties and other assets necessary for the conduct of their business as currently conducted (the "Business"). Each tangible assets asset -------- owned by the Companies or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, their subsidiaries is in all material respects, in good operating such condition and repair (ordinary subject to normal wear and tear and ongoing maintenance excepted)tear) as is suitable for its current use, except for such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns The Group Companies do not own, and have not since April 30, 2020 owned any real property and, since January 1, 2014, have not owned any real property(the “Owned Real Property”). (b) Section 4.17(bSchedule 3.18(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leases, Leased Real Property and the addresses of such Leased Real Property (the leases or subleases, licensesincluding any amendment, occupancy and renewal, extension or other agreements under agreement with respect thereto, which the Company or any of its Subsidiaries uses or occupies or has the right are referred to use or occupy, now or in the future, any real property (the as “Real Property LeasesEstate Lease Documents”). The Company has heretofore made available to Parent SPAC true, correct and complete copies of all Real Property Leases Estate Lease Documents. (including all material modificationsc) The Group Companies have valid leasehold interests in each Leased Real Property, amendmentseach of the Real Estate Lease Documents (i) is a legal, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such Real Estate Lease Document is in full force and effect, all rent and other sums and charges payable (ii) except as would not be material to the applicable Group Companies, covers the entire estate it purports to cover. (d) No monetary or material non-monetary default by (i) the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, (ii) to the Knowledge knowledge of the Company, the landlord thereunder any other party thereto, presently exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted LiensEstate Lease Documents. Neither the Company nor any of its Subsidiaries has received written notice of any pendingor, and to the Knowledge knowledge of the Company, there oral notice of monetary or material non-monetary default under any Real Estate Lease Document which default has not been cured or waived. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a monetary or material non-monetary default under any Real Estate Lease Document by the Company or its Subsidiaries or by the other parties thereto. Except as set forth on Schedule 3.18(d), neither the Company nor its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which sublease or grant is no threatenedstill in effect. Except as set forth on Schedule 3.18(d), condemnation with respect to neither the Company nor its Subsidiaries has collaterally assigned or granted any property leased pursuant to any of other security interest in the Real Property leasesor any interest therein which security interest is still in effect. Except for the Permitted Liens and except as set forth on Schedule 3.18(d), there exist no Liens affecting the Real Property. (ce) The Company and its Subsidiaries have good and marketable title to Real Property constitutes all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned real property utilized by or leased to the Company and its Subsidiaries are adequate for in the uses operation of the Business as currently conducted. (f) The Group Companies have good and valid title to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)the non-Real Property assets of the Group Companies.

Real Property; Assets. (a) Neither the Company nor any Schedule 3.8(a) is a complete and correct list of its Subsidiaries currently owns any all real property andowned by any Group Company (the “Owned Real Property”). Except as set forth on Schedule 3.8(a), since January 1the applicable Group Company holds good, 2014marketable and valid fee simple title to the Owned Real Property, have not owned in each case, free and clear of Encumbrances, except for any Permitted Encumbrances. No Group Company is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any real property. (b) Section 4.17(b) of . Neither the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or whole nor any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, Owned Real Property is subject to any of its Subsidiaries orpending suit for condemnation or other taking by any Governmental Entity and, to the Knowledge of the CompanySeller, the landlord thereunder exists under any Real Property Lease, except as, individually no such condemnation or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effectother taking is threatened or contemplated. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to To the Knowledge of Seller, all buildings, structures, facilities and improvements located on the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Owned Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, comply in all material respectsrespects with valid and current certificates of occupancy or similar Permits to the extent required by Law for the use thereof, and are in all material respects in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted). (b) Schedule 3.8(b) is a complete and correct list of all real property leased, subleased, licensed or occupied by a Group Company (the “Leased Real Property”) and each lease, sublease, license agreement or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any Leased Real Property (the “Leases”) (showing the parties thereto and the location). Except as set forth on Schedule 3.8(b), the Group Companies have valid leasehold interests in the Leased Real Property, in each case, free and clear of Encumbrances, except for any Permitted Encumbrances. (c) Each of the Leases is in full force and effect as to the applicable Group Company party thereto and, to the Knowledge of Seller, as to the landlord, sublandlord, licensor or owner that is party thereto, in accordance with its terms. To the Knowledge of Seller, except as set forth on Schedule 3.8(c), the Leases are not subject to any ground leases, mortgages, deeds of trust or other superior Encumbrances or interests that would entitle the holder thereof to interfere with or disturb the applicable Group Company’s use and enjoyment of the Leased Real Property or the exercise of the applicable Group Company’s rights under the Leases so long as the applicable Group Company is not in default. There exists no default or event of default under any Lease on the part of a Group Company, or, to the Knowledge of Seller, any other party under any Lease, except for any default that would not be material. Seller has made available to Buyer complete and correct copies of all Leases, including all amendments thereto. No Group Company has assigned, transferred or pledged any interest in any of the Leases. (d) Except as set forth on Schedule 3.8(d), there are no leases, subleases, licenses or other occupancy agreements relating to the Real Property with respect to which a Group Company is lessor, sublessor, licensor or the like, and no third Person is in possession of any of the Real Property. (e) No Group Company is party to any lease pursuant to which a Group Company leases any fixtures, furniture, equipment or any other Personal Property under which a Group Company is required to make payments in excess of $500,000 in the aggregate over its remaining term. (f) Each Group Company has legal and beneficial ownership of all of its respective tangible Personal Property and assets included in the most recent Financial Statements, except for properties and assets disposed of in the ordinary course of business since the Balance Sheet Date, free and clear of Encumbrances, other than Permitted Encumbrances. (g) Other than in the ordinary course of business consistent with past practice, all inventory of the Group Companies, including finished goods, raw materials and work-in-process, and all service parts and supplies, is located on the Real Property.

Real Property; Assets. (a) Except as set forth on Schedule 4.19(a), neither the Company nor any Subsidiary of the Company owns any real property. Neither the Company nor any of its Subsidiaries currently owns is a party to any agreement or option to purchase any real property and, since January 1, 2014, have not owned any real propertyor material interest therein. (b) Section 4.17(bSchedule 4.19(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent trueleased, correct and complete copies of all Real Property Leases (including all material modificationssubleased, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable licensed or otherwise occupied by the Company or any of its Subsidiaries as tenants thereunder are current for which the Company or its Subsidiaries is required to make aggregate payments in excess of $300,000 annually (the “Leased Real Property”). The Company has made available to SPAC true, correct and complete copies of the material leases, subleases, licenses and occupancy agreements (including all material respects. No termination event amendments thereto and guaranties thereof) for the Leased Real Property to which the Company or condition or uncured default on its Subsidiaries is a party (the part “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or, if applicable, any of or its Subsidiaries orand, to the Knowledge knowledge of the Company, the landlord thereunder exists under any other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such Real Property LeaseEstate Lease Document is in full force and effect, (ii) has not been amended or modified except as, individually or as reflected in the aggregateReal Estate Lease Documents made available to SPAC and (iii) to the knowledge of the Company, covers the entire estate it purports to cover and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the Transactions by the Company, upon the consummation of the Transactions, will entitle SPAC or its Subsidiaries to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) Except as would not reasonably be expected material and adverse to have the Company and its Subsidiaries, taken as a whole, there has been no default or breach by (i) the Company Material Adverse Effector its Subsidiaries or (ii) to the knowledge of the Company, any other parties thereto, as applicable, that is presently existing under any Real Estate Lease Documents. Neither the Company nor its Subsidiaries has received written notice of material default or breach under any Real Estate Lease Document which has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a material default or breach under any Real Estate Lease Document by the Company or its Subsidiaries or by the other parties thereto. Neither the Company nor its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property which is still in effect. Neither the Company nor its Subsidiaries has collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. Except as would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually taken as a whole, the Company or its Subsidiaries has a good and valid leasehold title to each Leased Real Property subject only to Permitted Liens. (e) Neither the Company nor its Subsidiaries has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any Lien or law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property. (f) The Leased Real Property constitutes all real property currently used in the aggregate, a business of the Company Material Adverse Effect, or its Subsidiaries. (g) Except for Permitted Liens and subject except as would not reasonably be expected to be material to the Enforceability ExceptionsCompany and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries have good and valid leasehold interests title to all tangible assets and intangible assets of the Company and its Subsidiaries for use in each parcel the business as currently conducted as of real property the date hereof, and the assets owned, licensed or leased by them the Company and its Subsidiaries constitute all of the assets reasonably necessary for the continued conduct of the business after the Acquisition Merger Closing in the ordinary course. As of the date hereof, all such assets are free and clear of all Liens, except for Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of maintained in the ordinary course of business consistent with past practice since business, are in good operating condition, subject to normal wear and tear, and are suitable for the date of such balance sheet) free and clear of any Lienspurposes for which they are currently used, except for Permitted Liens. All where such Lien or condition of an asset would not be, individually or in the aggregate, material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being putSubsidiaries, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)taken as a whole.

Real Property; Assets. (a) Neither None of the Company nor any of its or the Company Subsidiaries currently owns any real property and, since January 1, 2014, have not owned own any real property. (b) Section 4.17(b) of Except in each case as would not reasonably be expected to be material to the Company Disclosure Letter sets forth and the Company Subsidiaries, taken as of the date hereof a truewhole: (i) each lease or sublease (each, correct and complete list of all leases, subleases, licenses, occupancy and other agreements a “Company Real Property Lease”) for real property under which the Company or any of its Subsidiaries uses Company Subsidiary is a lessee or occupies or has the right to use or occupysublessee (collectively, now or in the future, any real property (the “Company Leased Real Property LeasesProperty”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease ) is valid, binding and in full force and effect, all rent effect and other sums is a valid and charges payable by binding obligation of the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries orSubsidiary party thereto and, to the Knowledge of the Company, of the landlord thereunder exists under any Real Property Leaseother parties thereto, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, enforceable against the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the or such Company nor any of its Subsidiaries has received written notice of any pendingSubsidiary, and to the Knowledge of the Company, there against the other parties thereto in accordance with its terms, except (A) as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is no threatened, condemnation with respect considered in a proceeding at Law or in equity) and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to any property leased pursuant equitable defenses and to any the discretion of the court before which any proceeding therefor may be brought; (ii) the Company and the Company Subsidiaries, as applicable, have a valid leasehold interest in and to each of the Company Leased Real Property, free and clear of all Liens (other than Permitted Liens); (iii) no written notices of default under any Company Real Property leasesLease have been received by the Company or any Company Subsidiary that have not been resolved; and (iv) neither the Company nor any Company Subsidiary is in default under any Company Real Property Lease. (c) With respect to the Company Leased Real Property, neither the Company nor any Company Subsidiary has received any written notice of, nor to the Knowledge of the Company does there exist: (i) any pending or threatened condemnation or similar proceedings with respect to any Company Leased Real Property; or (ii) any non-compliance with any applicable building and zoning codes, land use laws, ordinances and rules, that, in each case, individually or in the aggregate, would reasonably be expected be material to the Company and the Company Subsidiaries, taken as a whole. To the Knowledge of the Company, the Company and the Company Subsidiaries have lawful rights of use and access to all Company Leased Real Property necessary to operate the business of the Company and the Company Subsidiaries as currently conducted except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (d) Section 3.08(d) of the Company Disclosure Letter sets forth a true, correct and complete list, including addresses, of the Company Leased Real Property. (e) The Company and its Subsidiaries have each Company Subsidiary has good and marketable valid title to, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of its material tangible assets (collectively, the “Assets”) free and clear of any Lien other than Permitted Liens and except where the failure to have such title, would not reasonably be expected, individually or in the aggregate, to be materially adverse to the Company and the Company Subsidiaries, taken as a whole, or otherwise interfere in any material respect with the conduct of the business of the Company and the Company Subsidiaries as currently conducted. The assets owned and leased by the Company and the Company Subsidiaries constitute all of the material tangible assets reflected as owned on that, together with the most recent balance sheet intangible assets and rights of the Company contained in and the Company SEC Reports filed prior Subsidiaries, are necessary to permit the date hereof (except continued operation of the business of the Company and the Company Subsidiaries as currently conducted in all material respects. There is no Contract, option or other right or privilege outstanding in favor of any person for properties the purchase from the Company or assets that have been sold or disposed any Company Subsidiary of any material Assets, other than in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)practice.

Real Property; Assets. (a) Neither Schedule 3.6(a) of the Company nor Disclosure Letter lists the address of each of the Facilities. The Facilities are leased to the Seller pursuant to leases (whether oral or written, the “Existing Leases”) which are valid and enforceable in accordance with their terms. The Seller holds a valid and existing leasehold interest to each of the Facilities under the Existing Leases. There are no other parties occupying, or with a right to occupy, the Facilities. The Seller has delivered or made available to Buyer copies of each of the written Existing Leases and any amendments thereto, and none of the Existing Leases (whether oral or written) has been modified in any material respect, except to the extent that such modifications have been disclosed to Buyer. No event has occurred or condition exists that constitutes or after notice or lapse of time or both would constitute, a material default under any of its Subsidiaries currently owns the Existing Leases by the Seller, or to the Seller’s Knowledge, any real property and, since January 1, 2014, have not owned any real propertycounterparty thereto. (b) Section 4.17(bExcept for the Facilities, neither the Seller nor any other Person, owns any real property used or held for use by the Seller or its Affiliates in connection with the Business. (c) The use and operation of the Company Disclosure Letter sets forth as Facilities in the conduct of the date hereof Business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, agreement or Order of any Governmental Authority. No material improvements constituting a true, correct part of the Facilities encroach on real property not owned or leased by the Seller to the extent that removal of such encroachment would materially impair the manner and complete list extent of all leases, subleases, licensesthe current use, occupancy and other agreements under which the Company operation of such improvements. (d) The Seller has good and valid title to, or any of its Subsidiaries uses or occupies or otherwise has the right to use or occupypursuant to a valid and enforceable Contract, now or all of the Purchased Assets, in each case free and clear of any Encumbrance other than Permitted Encumbrances. (e) The Purchased Assets constitute all of the properties and assets required for the conduct of the Business during the past twelve (12) months and as currently conducted. (f) All inventories that constitute part of the Purchased Assets consist of a quality and quantity usable and saleable in the futureOrdinary Course of Business, any real property (the “Real Property Leases”)except for obsolete, spoiled, stale-dated, opened or damaged inventories and items of below-standard quality. The Company has heretofore made available quantities of each item of inventories are not excessive or inadequate and were reasonable in relation to Parent truethe requirements of the Business. The Seller, correct and complete copies as it relates to the Business, is not in possession of all Real Property Leases any inventories not owned by the Seller, including goods already sold. No items included in the inventories have been pledged as collateral or are held by the Business on consignment from others. (g) The Facilities (including all plants, buildings and structures with respect thereto) and material modificationsequipment included in the Purchased Assets are in good repair and operating condition, amendmentssubject only to ordinary wear and tear and casualty loss, supplements, waivers and side letters thereto)are adequate and suitable for the purposes for which they are presently being used or held for use. Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to To the Knowledge of the CompanySeller, the landlord thereunder exists under there are no facts or conditions affecting any Real Property Lease, except asmaterial Purchased Assets which would reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to haveinterfere with the current use, individually occupancy or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each operation of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leasessuch Purchased Assets. (ch) The Company Seller has conducted the Business only through the Seller and its Subsidiaries have good and marketable title to all not through any other divisions or any direct or indirect subsidiary or Affiliate of the assets reflected as owned on the most recent balance sheet Seller and no part of the Company contained in Business is operated by the Company SEC Reports filed prior to Seller through any entity other than the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Seller.

Real Property; Assets. (a) The Company or one of its Subsidiaries owns and possesses good and marketable fee simple, or local equivalent, title in and to that certain real property described on Schedule 4.18, in each case, free and clear of all Liens except Permitted Liens (the “Owned Real Property”). None of the Owned Real Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, lease, sublease, assign or otherwise dispose of such Owned Real Property. (b) Each lease related to the Leased Real Property to which the Company or any of its Subsidiaries is a party is a legal, valid, binding and enforceable obligation of the Company or any such Subsidiary, as applicable, and, to the knowledge of the Company, a legal, valid, binding and enforceable obligation of the other party thereto. Neither the Company nor any of its Subsidiaries currently owns is in breach or default under any real property andsuch lease, since January 1, 2014, have not owned any real property. and no condition exists which (bwith notice or lapse of time or both) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof would constitute a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable default by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event (or condition permit the termination, modification, or uncured default on acceleration of rent under such lease) or (to the part knowledge of the Company) by the other parties thereto. Neither the Company or, if applicable, nor any of its Subsidiaries orhave subleased or otherwise granted any Person the right to use or occupy any Leased Real Property which is still in effect. Neither the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. Except for the Permitted Liens, to there exist no Liens affecting the Knowledge Leased Real Property created by, through or under the Company or any of its Subsidiaries. The Owned Real Property and the Leased Real Property constitute all real property used, owned, leased or occupied by the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. . (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptionsfor Permitted Liens, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and title to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained and such Subsidiary set forth on the Financial Statements or acquired after the date of the balance sheet included in the Company SEC Reports filed prior to the date hereof (except for properties or Interim Financial Statements, other than assets that have been sold or disposed of in the ordinary course of business consistent with past practice since such date. The assets of the date Company and its Subsidiaries to be acquired by Buyer pursuant to this Agreement constitute all material assets used or held for use by the Company and its Affiliates in, and necessary and sufficient for the operation of such balance sheet) free the businesses of the Company and clear of any Liensits Subsidiaries as presently operated, except for Permitted Liens. All as would not be material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries, taken as a whole. (d) The Company and its Subsidiaries are adequate for the uses to which they are being put(i) own, are, in lease or license from third parties all material respectstangible personal property required to conduct its and their respective businesses in the ordinary course of business, (ii) have good and valid title to all material tangible personal property owned by it or them set forth on the Financial Statements or acquired after the date of the balance sheet included in the Interim Financial Statements, other than assets disposed of in the ordinary course of business since such date, free and clear of all Liens except for Permitted Liens and (iii) subject to the items disclosed on Schedules 4.4 and 4.5, upon consummation of the transactions contemplated by this Agreement, will be entitled to continue to use all material tangible personal property which is currently employed by it or them in the conduct of their respective businesses as presently conducted. Other than for any equipment of the Company and its Subsidiaries (i) used or intended for use by any distributor, customer or other end user of the Company or any of its Subsidiaries, and (ii) that individually would not be material tangible personal property, such tangible personal property is in good operating condition and repair and fit for the particular purposes for which it is used (ordinary subject only to normal maintenance requirements and reasonable wear and tear and ongoing maintenance exceptedwith the age of such items expected).

Real Property; Assets. (a) Neither None of the Companies or Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not or has owned in the past three years any real property. Section 3.7(a)(i) of the Disclosure Schedules lists all material items of real property leased by any of the Companies or any Company Subsidiary (the “Company Leased Real Property”). Section 3.7(a)(ii) of the Disclosure Schedules lists all material items of real property leased by the Sellers or any Subsidiary or Affiliate of the Sellers that are not a Company or Company Subsidiary and at which the Business is conducted and/or employees of the Companies or Company Subsidiaries are primarily located (the “Non-Company Leased Real Property”, together with the Company Leased Real Property, the “Leased Real Property”). All lessees, sublessees and licensees of Leased Real Property have valid leasehold interests in the Leased Real Property leased by each of them, in each case, free and clear of Liens, except for (i) Liens for Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves are reflected on the Financial Statements, (ii) Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business, (iii) statutory Liens in favor of lessors arising in connection with any Leased Real Property, (iv) easements, encroachments, rights-of-way or other encumbrances reflected on an accurate survey of any Leased Real Property and which do not adversely affect the use of such Leased Real Property by the lessee thereof in any material respect, (v) Liens that will be removed prior to or in connection with the Closing with no expenditure required on the part of Purchaser or any Affiliate of Purchaser and (vi) such other Liens as are immaterial in nature and amount and do not materially detract from the value of or materially interfere with the present use, or any use presently anticipated, of the Leased Real Property subject thereto or affected thereby (collectively, “Permitted Liens”). (b) To the Knowledge of the Sellers, each lease, sublease, license or other agreement (including any option to purchase contained therein) pursuant to which any Company or Company Subsidiary occupies any Leased Real Property listed on Section 4.17(b3.7(a)(i) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property Schedules (the “Real Property Company Leases”). The , and each lease, sublease, license or other agreement (including any option to purchase contained therein) pursuant to which the Sellers or any Subsidiary or Affiliate of the Sellers that are not a Company has heretofore made available to Parent true, correct and complete copies of all or Company Subsidiary occupy any Leased Real Property Leases listed on Section 3.7(a)(ii) of the Disclosure Schedules (including all material modificationsthe “Non-Company Leases”, amendmentsand together with the Company Leases, supplementsthe “Leases”), waivers and side letters thereto). Each Real Property Lease is valid, binding in good standing and in full force and effecteffect and is enforceable against the landlord that is party thereto in accordance with its terms. For the purpose of this Section 3.7, all rent Leases shall include the Assigned Leases. Except as set forth on Section 3.7(b) of the Disclosure Schedules or referenced in the Leases, to the Knowledge of the Sellers, the Leases are not subject to any ground leases, mortgages, deeds of trust or other superior Liens or interests that would entitle the holder thereof to interfere with or disturb in any material respect the lessee’s use and other sums and charges payable by enjoyment of the Company leased premises or the exercise of the lessee’s rights under the Leases so long as the lessee is not in default. There exists no default or event of default, in any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default respect, on the part of the a Company or, if or Company Subsidiary (as applicable, any of its Subsidiaries ) or, to the Knowledge of the CompanySellers, on the landlord thereunder exists part of any other party under any Lease. There is no pending or, to the Knowledge of the Sellers, threatened condemnation or similar proceeding affecting any Leased Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectany portion thereof, and subject none of the Sellers has Knowledge that any such action is currently contemplated. To the Knowledge of the Sellers, each Leased Real Property is supplied with utilities and other services sufficient to operate the Enforceability Exceptionsbusiness of the applicable Company or Company Subsidiary as presently conducted. To the Knowledge of the Sellers, none of the operations of any of the Companies or any of the Company Subsidiaries on the Leased Real Property, nor such Leased Real Property, nor the improvements thereon, violate in any material respect any applicable building code or zoning requirement. The Sellers have made available to Purchaser complete and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear correct copies of all LiensLeases, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received including all amendments or written notice of any pending, modifications thereto and to the Knowledge of the CompanySellers any other modifications thereto, there is and no threatened, condemnation with respect to any property leased pursuant to term or condition of any of the Leases has been waived in writing, modified or amended except as shown in such copies; each of the Leases constitutes the entire agreement of the landlord and the tenant thereunder; and there are no other agreements or arrangements whatsoever relating to a Company’s or a Company Subsidiary’s use or occupancy of any of the premises described in any of the Leases. None of the Sellers, the Companies or any Company Subsidiary has received any written notice of any default under any Lease that has not been cured or any other termination notice with respect thereto. No Company or Company Subsidiary would be required to expend more than $25,000 in causing the Leased Real Property leaseslocated at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ to comply with the surrender conditions set forth in the applicable Lease, based on the current condition of such Leased Real Property. (c) The Company and its Subsidiaries have good and marketable title to all To the Knowledge of the Sellers, each lease (including any option to purchase contained therein) pursuant to which a Company or Company Subsidiary leases any fixtures, furniture, equipment or any other personal property (the “Personal Property Leases”) is valid and in full force and effect and is enforceable against the lessor that is party thereto in accordance with its terms. There exists no default or event of default (or, to the Knowledge of the Sellers, any event which with or without notice or lapse of time or both would become a default or event of default), in any material respect, on the part of any Company or Company Subsidiary (as applicable) or, to the Knowledge of the Sellers, any other party under any Personal Property Lease. The Sellers have made available to Purchaser complete and correct copies of each Personal Property Lease under which a Company or any Company Subsidiary is required to make payments in excess of $30,000 per annum or $100,000 in the aggregate over the remaining term of such Personal Property Lease, including all amendments thereto. None of the Companies or any Company Subsidiary has received any written notice of any default under any Personal Property Lease that has not been cured and to the Knowledge of the Sellers, none of the Companies or any Company Subsidiary has received any other termination notice with respect thereto. (d) Either a Company or a Company Subsidiary has legal and beneficial ownership to each item of the material tangible personal property and material assets reflected as owned on included in the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (Financial Statements, except for immaterial properties or and assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) date, free and clear of any Liens, except for Liens other than Permitted Liens. All material items of equipment The Companies and other tangible assets owned by or leased the Company Subsidiaries own or, pursuant to the Company Leases and its Subsidiaries Personal Property Leases provided to Purchaser, have the right to use all of the properties and assets that, taken together as a whole, are adequate in all material respects necessary for the uses to which they are being putconduct of the Business. (e) All of the material properties and material assets of each of the Companies and Company Subsidiaries, in the aggregate, are, to the Knowledge of the Sellers, free from defects (patent and latent) in all material respects, and such properties and assets, in the aggregate, have been maintained in accordance with normal industry practice, are in good operating condition and repair (ordinary subject to normal wear and tear tear), and ongoing maintenance exceptedare suitable for the purposes for which they have been used in the ordinary course of business in the Business. (f) There are no existing leasehold mortgages, leasehold deeds of trust, or other similar security interests affecting the leasehold interest of the tenant under any Company Lease or Assigned Lease (“Leasehold Mortgages”) granted in connection with the Contribution Deferral Agreement dated as of June 17, 2009, by and between YRC, Inc., USF Holland, Inc., New Penn Motor Express, Inc., USF Reddaway Inc., the trustees for the Central States, Southeast and Southwest Areas Pension Fund and the other Funds from time to time party thereto and Wilmington Trust Company (as amended, amended and restated, restated, supplanted or otherwise modified to date and through the Closing Date (the “Contribution Deferral Agreement”)), all required actions have been taken to remove any such Leasehold Mortgages from the real property records of the jurisdiction in which the applicable Leased Real Property is located, and no party to the Contribution Deferral Agreement has a right to require a Company or a Company Subsidiary to grant a mortgage or other interest in the Leased Real Property pursuant thereto. (g) No Company or Company Subsidiary has granted a security interest in any of its assets in connection with, or is a guarantor of the obligations arising under, the Third Amended and Restated Receivables Purchase Agreement, dated as of April 18, 2008, among Yellow Roadway Receivables Funding Corporation (now YRC, Inc.), Falcon Asset Securitization Company, LLC, Three Pillars Funding LLC, Amsterdam Funding Corporation, YRC Assurance Co. Ltd., the financial institutions party thereto, Wachovia Bank, National Association, Suntrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., ABN AMRO Bank N.V. and JPMorgan Chase Bank, N.A. (as amended, amended and restated, restated, supplanted or otherwise modified to date and through the Closing Date (the “Receivables Purchase Agreement”)), and no party to the Receivables Purchase Agreement has a right to require a Company or a Company Subsidiary to grant a security interest or enter into a guaranty of the obligations thereunder. (h) All Leases for real property used in the Business and all Contracts related to the Business, in each case, to which YRC Logistics Inc. (Ontario) is a party (excluding intercompany debt obligations solely between YRC Logistics Inc. (Ontario) and the Sellers), are included under the heading “YRC Logistics Inc. (Ontario) Contracts and Leases” in Annex 2 to Schedule 5.3.

Real Property; Assets. (a) Section 3.7(a) of the Company Disclosure Schedule lists all material items of real property leased, subleased (as lessee or lessor), licensed or otherwise used by the Company or any of the Company Subsidiaries (the “Leased Real Property”). The Company and the Company Subsidiaries have valid leasehold interests in the Leased Real Property, in each case free and clear of all Liens, except for (i) Liens for Taxes and other governmental charges and assessments that are not yet due and payable or that are being contested in good faith by appropriate proceedings for which adequate reserves have been established on the Balance Sheet, (ii) Liens of carriers, warehousemen, mechanics, materialmen and other like Liens arising in the ordinary course of business consistent with past practice that are not yet due and payable or are being contested in good faith, (iii) purchase money Liens on property acquired by the Company or any Company Subsidiary after the Balance Sheet Date in connection with its business which were created contemporaneously with such acquisition to secure or provide for the payment or financing of all or any part of the purchase price thereof, (iv) easements, rights of way, restrictions, zoning ordinances and other similar encumbrances affecting the real property that do not materially interfere with the current use of rights, properties or assets affected thereby, (v) Liens disclosed on the Balance Sheet or notes thereto or Liens incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date, (vi) any other Liens that do not materially interfere with the current use of rights, properties or assets affected thereby, and (vii) statutory Liens in favor of lessors arising in connection with any property leased to the Company or the Company Subsidiaries (collectively, “Permitted Liens”). Neither the Company nor any of its Subsidiaries currently Company Subsidiary owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(bEach lease (including any option to purchase contained therein) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under pursuant to which the Company or any of its the Company Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, leases any real property Leased Real Property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease ) is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries oreffect and, to the Knowledge of the Company, is enforceable against the landlord thereunder exists under any Real Property Leasethat is party thereto in accordance with its terms, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, and subject to there exists no default or event of default on the Enforceability Exceptions, part of the Company and each or any of its the Company Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liensunder any Leases, except Permitted Liensfor any such default or event of default which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its the Company Subsidiaries has received any written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation default under any Lease nor any other written termination notice with respect to any property leased pursuant to any of the Real Property leasesthereto. (c) The Company and its the Company Subsidiaries have good title to, or in the case of leased rights, property and marketable title to assets have valid leasehold interests in, all of the material rights, property and assets (whether real, personal, tangible or intangible) reflected as owned on the most recent balance sheet of Balance Sheet or acquired after the Company contained in the Company SEC Reports filed prior to the date hereof (Balance Sheet Date, except for properties or and assets that have been sold or disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice since (the date “Company Assets”). None of such balance sheet) free and clear of owned rights, property or assets, or leasehold interests in such rights, property or assets, is subject to any LiensLien, except for Permitted Liens. All material items of equipment such Company Assets are in good condition and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, repair in all material respects, in good operating condition reasonable wear-and-tear excepted, and repair (ordinary wear are adequate to carry on the business of the Company and tear and ongoing maintenance excepted)the Company Subsidiaries.

Real Property; Assets. (a) The Company or one of its Subsidiaries owns all of the material tangible personal property shown to be owned by them on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens and, to the Company’s knowledge, all such tangible personal property is in normal operating condition and repair, ordinary wear and tear and repairs being carried out in the ordinary course of business excepted. (b) The real property listed by address on the Real Property Schedule (the “Leased Real Property”) constitutes all of the real property leased or otherwise subject to any similar occupancy arrangement by the Company and its Subsidiaries. The leases under which the Company or one of its Subsidiaries leases the Leased Real Property, including any extensions or renewals of the terms thereof (the “Real Property Leases”) are valid and binding agreements in full force and effect, enforceable in accordance with their terms, and the Company or one of its Subsidiaries holds a valid leasehold interest in the Leased Real Property to which each Real Property Lease relates, subject to proper authorization and execution of such Real Property Lease by any other party thereto and the application of any bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Neither the Company nor any of its Subsidiaries is in default in any material respect under, or has received any notice of any default or any event that, with notice or lapse of time, or both, would constitute a default, by the Company or any of its Subsidiaries under, any Real Property Lease. To the Company’s knowledge, no other party to a Real Property Lease is in default in any material respect under any Real Property Lease. The Company has delivered to the Purchaser true, correct and complete copies of each Real Property Lease, along with all amendments, modifications and supplements thereto, and there are no actions, suits, proceedings, condemnation actions or investigations or eminent domain proceedings pending or, to the Company’s knowledge, threatened against the Leased Real Property. The use of the Leased Real Property by the Company and its Subsidiaries complies in all material respects with all applicable Laws. (c) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any other Subsidiary of the Company owns any real property. Neither the Company nor any of its Subsidiaries currently owns is a party to any agreement or option to purchase any real property and, since January 1, 2014, have not owned any real propertyor interest therein. (b) Section 4.17(bSchedule 5.18(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property Leases”)Property. The Company has heretofore made available to Parent Acquiror true, correct and complete copies of all Real Property Leases the material leases, subleases and occupancy agreements (including all material modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company or its Subsidiaries is a party (the “Real Estate Lease Documents”). , and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Each Real Property Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and other sums side letters thereto made available to Acquiror and charges payable by the Company or any of its Subsidiaries (iii) except as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except aswould not, individually or in the aggregate, would not reasonably be expected material to have the Company and its Subsidiaries, taken as a whole, covers the entire estate it purports to cover, and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company Material Adverse Effect. Except as would not reasonably be expected or the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle Holdings or its Subsidiaries to have, individually or in the aggregate, a Company Material Adverse Effect, and exclusive use (subject to the Enforceability Exceptionsterms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No material default by (i) the Company and each of or its Subsidiaries have good and valid leasehold interests in each parcel or (ii) to the knowledge of real property leased by them free and clear of all Liensthe Company, except Permitted Liensany landlord or sub-landlord, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any of its Subsidiaries has received written notice of any pendingor, and to the Knowledge knowledge of the Company, oral notice of material default under any Real Estate Lease Document which default has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a material default under any Real Estate Lease Document by the Company or its Subsidiaries (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. Neither the Company nor its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property which is still in effect. Neither the Company nor its Subsidiaries has collaterally assigned or granted any other security interest in the Real Property or any interest therein which is still in effect. Except for the Permitted Liens, there is exist no threatenedLiens affecting the Real Property created by, condemnation with through or under the Company or its Subsidiaries. (e) With respect to each Real Estate Lease Document: (i) since October 3, 2016 to the knowledge of the Company, no security deposit or portion thereof deposited under such Real Estate Lease Document has been applied in respect of a breach or default under such Real Estate Lease Document which has not (A) if and as required by the applicable landlord, been redeposited in full or (B) been disclosed to Acquiror in writing; and (ii) neither the Company nor its Subsidiaries holds a contractual right or obligation to purchase or acquire any property leased pursuant to material real estate interest. (f) Neither the Company nor its Subsidiaries has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of the Real Property leasesand the improvements thereon (i) are prohibited by any Lien or law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Real Property. (cg) The Except for Permitted Liens and licenses of Intellectual Property and Software, the Company and its Subsidiaries have good and marketable valid title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Subsidiaries.

Real Property; Assets. (a) Neither the No Group Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned (and no Group Company has owned) any real property. (b) Section 4.17(bSchedule 3.7(b) of the Company Disclosure Letter sets forth a list of (i) each Real Property Lease, (ii) the street address of each parcel of real property leased, subleased, licensed or otherwise occupied in connection with the Business or held by any of the Group Companies (the “Leased Facilities”), (iii) landlord, sublandlord or licensor (as applicable), the rental amount currently being paid, and the expiration of each Real Property Lease; and (iv) the current use of such Leased Facilities. One of the Group Companies holds a valid leasehold interest under each of the Real Property Leases, and such Group Company’s ownership in and to such leasehold interests in each of the Leased Facilities is free and clear of Encumbrances, except for Permitted Encumbrances. No Group Company owns, holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Leased Facility or any interest therein. (c) Except for the Leased Facilities and as set forth on Schedule 3.7(c) of the Disclosure Letter, neither the Company Group nor any other Person owns any real property used or held for use in connection with the operation of the Business. The Leased Facilities comprise all of the material real property used in the Ordinary Course of Business and no other real property is reasonably required to operate in the Ordinary Course of Business or as is anticipated to be operated pursuant to the terms hereof as of the date hereof Closing Date. (d) With respect to each of the Real Property Leases, (i) the applicable Group Company’s possession and quiet enjoyment of the Leased Facilities under such Real Property Lease has not been disturbed in any material respect, and there are no disputes with respect to such Real Property Lease, (ii) no Group Company owes any brokerage commissions or finder’s fees with respect to such Real Property Lease as a trueresult of any agreements or arrangements made prior to the Closing, correct (iii) each Real Property Lease is in full force and complete list effect and is valid and enforceable by a Group Company in accordance with its terms, (iv) no Group Company has given or received any written notice alleging a breach of all leasessuch Real Property Lease, subleases(v) except as set forth on Schedule 3.7(d) of the Disclosure Letter, licensesno Group Company currently subleases or has assigned any portion of the Leased Facilities, occupancy (vi) no Group Company has received any written or, to the Sellers’ Knowledge, oral notice from any Governmental Authority claiming that such entity is currently violating any material building or zoning Laws or requesting or requiring the performance of any repairs, alterations or other work in order to so comply, and other agreements under which (vii) to the Knowledge of the Sellers, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material breach by a Group Company thereunder or the applicable landlord. (e) Except as set forth on Schedule 3.7(e) of the Disclosure Letter, the Company Group has good and valid title to, or any of its Subsidiaries uses or occupies or otherwise has the right to use pursuant to a valid and enforceable Contract, all of the tangible personal assets that are used or occupyheld for use in connection with the Business or are reflected on the Financial Statements or were acquired after the Balance Sheet Date (collectively, now or in the future, any real property (the “Real Property LeasesAssets”). , in each case free and clear of any Encumbrance other than Permitted Encumbrances. (f) The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases Leased Facilities (including all material modifications, amendments, supplements, waivers buildings and side letters structures with respect thereto). Each Real Property Lease is valid, binding ) and the Assets are in full force working order and effect, all rent an operating condition consistent with historical practice and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part operations of the Company orGroup, if applicablesubject only to ordinary wear and tear, any and are adequate and suitable for the purposes for which they are presently being used or held for use, and none of its Subsidiaries orthe Leased Facilities nor the Assets is in need of maintenance or repairs except for ordinary, to routine maintenance and repairs that are consistent with historical practice. To the Knowledge of the CompanySellers, (i) there is no existing defect or condition affecting the Leased Facilities or the Assets, when taken as a whole, that is impairing, or would reasonably be expected to impair, the landlord thereunder exists under current use of either the Leased Facilities or the Assets in connection with the Business and/or the Company Group and (ii) there are no facts or conditions affecting any Real Property Lease, except asAssets which would reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a interfere with the current use, occupancy or operation of such Assets. (g) With respect to each Leased Facility, no Group Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, violation of any applicable Laws or Orders affecting any portion of any such property or any operations based at any such property and to the Knowledge of the Company, Sellers there is are no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leasesfacts or conditions which would constitute such violation. (ch) The Company and its Subsidiaries have good and marketable title to Except as set forth on Schedule 3.7(h) of the Disclosure Letter, the Assets constitute all of the tangible personal assets reflected as owned on necessary for the most recent balance sheet conduct of the Company contained Business during the past 12 months and as currently conducted. No other Person has any right or interest in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Assets.

Real Property; Assets. (a) Neither Schedule 2.6(a) lists the Company nor any of its Subsidiaries currently owns any real property andstreet address, since January 1parcel identification number, 2014, have not owned any real property. (b) Section 4.17(b) legal description and the name of the Company Disclosure Letter sets forth as record title holder of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased included in the Acquired Assets that is owned by them any of the Sellers (the “Owned Real Property”). Sellers have good and marketable fee simple title to the Owned Real Property, which as of the Closing Date, will be free and clear of all Liens, except for Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there There is no threatenedoutstanding option, condemnation with respect right of first refusal or other contractual right to any property leased pursuant to purchase, sell, assign or dispose of any of the Owned Real Property. At the Effective Time, no part of the Owned Real Property leaseswill be encumbered by any lease, oral or written, and there will be no parties in possession, other than Purchaser, on any part of the Owned Real Property (including any of the buildings, structures and improvements thereon). (b) None of the Sellers lease any real property. (c) The Company All Improvements on the Owned Real Property, including, without limitation, any and its Subsidiaries all Improvements that are constructed as of the date hereof: (i) are within the lot lines and do not encroach on the properties of any other person; (ii) to the knowledge of Sellers, have been constructed in a good and marketable workmanlike manner, in accordance with the Construction Plans and Specifications; and (iii) as of Closing will be free of all mechanic’s liens. To the knowledge of Sellers, the use and operation of all Owned Real Property conforms to all applicable building, zoning, safety and subdivision laws, and all restrictive covenants, restrictions and conditions affecting title to the Owned Real Property. (d) No portion of the Owned Real Property is located in a flood plain, flood hazard area or designated wetlands area, except as set forth on Schedule 2.6(d). (e) None of Sellers have received any written or oral notice of assessments for public improvements against the Owned Real Property or any written or oral notice or order by any Governmental Authority, insurance company or board of fire underwriters or other body exercising similar functions that: (i) relates to violations of building, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any portion of the Owned Real Property; or (iii) requests the performance of any repairs, alterations or other work to or in any portion of the Owned Real Property or in any streets bounding the Owned Real Property. (f) The Owned Real Property comprises one parcel of land for taxing and conveyance purposes. (g) There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Owned Real Property and to the knowledge of the Sellers, there is no threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Owned Real Property. (h) To the knowledge of Sellers, all public utilities (including water, gas, electric, storm and sanitary sewage, and telephone utilities) required to operate the Owned Real Property and conduct the Business following completion of the Improvements are available to the Owned Real Property and enter the boundaries of the Owned Real Property through adjoining public streets or permanent, irrevocable easements or rights-of-way of record in favor of the applicable Seller. To the knowledge of Sellers, the public utilities are all connected according to valid permits, are all in good working order, and to the knowledge of the Sellers are adequate to service the conducting of the Business on the Owned Real Property, have been installed in accordance with the Construction Plans and Specifications and permit full compliance with all Laws of any applicable Governmental Authority. None of Sellers have received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility of Sellers. The Owned Real Property has access to a publicly opened street. (i) Sellers have legal and beneficial ownership of all of the their respective tangible personal property and assets reflected as owned on the most recent balance sheet of the Company contained included in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) Acquired Assets free and clear of any all Liens, except as set forth on Schedule 2.6(i). (j) Except for Permitted Liens. All material items of equipment the representations and other tangible assets owned by warranties set forth in this Agreement, the Sellers are not making any representations or leased warranties with respect to the Company and its Subsidiaries are adequate for layout, structural integrity, size or functionality of the uses to which they are being putImprovements, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)the Radial Forge or machine or the VIDP system.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (bi) Section 4.17(b5.1(p) of the Company Disclosure Letter sets forth identifies (A) a complete, accurate and current list of all real property owned by the Company and its Subsidiaries as of the date hereof and (B) a truecomplete, correct accurate and complete current list of all leasesreal property leased or subleased by the Company and its Subsidiaries as of the date hereof (collectively, subleases, licenses, occupancy and other the “Leased Properties”). Copies of the lease agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property each Leased Property is leased (the “Real Property Leases”). The Company has heretofore ) have been made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respectsParent. No termination event has occurred that, with or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Companywithout notice, the landlord thereunder exists passage of time or both, would cause a breach or default under any Real Property such Lease, except asas would not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the . (ii) The Company and each of its Subsidiaries have has good and valid title to, or, in the case of Leased Properties and other leased assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in each parcel of real property leased by them its business, free and clear of all any Liens, easements, title defects, deeds of trust, rights of way, restrictive covenants, encroachments or similar restrictions or limitations, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of (A) as reflected in the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the ’s most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties Reports, statutory landlord Liens or assets that have been sold or disposed of Liens arising under equipment leases entered into in the ordinary course of business consistent with past practice since practice, (B) Liens for Taxes not yet due and payable, (C) such imperfections of title and encumbrances, if any, that do not in any material respect detract from the date value or interfere with the present use of such balance sheetthe property subject thereto or affected thereby, and (D) free and clear of any Liensexcept as would not, except for Permitted Liens. All material items of equipment and other tangible assets owned by individually or leased in the aggregate, reasonably be likely to the have a Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Material Adverse Effect.

Real Property; Assets. (a) Neither the No Acquired Company nor any of its Subsidiaries currently owns any real property andor has ever owned, since January 1directly or indirectly, 2014, have not owned any fee simple or equivalent interest in any real property. (b) Section Schedule 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leasesLeased Real Property together with the name of the lessor and lessee and street address, subleasescity, licensesprovince or state and country of such real property. Each lease, occupancy license or similar agreements related to the Leased Real Property to which an Acquired Company is a party (each, a “Material Lease”) is a legal, valid, binding and enforceable obligation of the applicable Acquired Company, and each such lease is in full force and effect. None of the Acquired Companies is in material breach or material default under any such lease, and no condition exists which (with or without notice or lapse of time or both) would (i) constitute a material breach of or material default by, (ii) result in a right of termination for, or (iii) cause or permit the acceleration of or other agreements under which changes to any right or obligation or the loss of any benefit for, in each case, the applicable Acquired Company or to the Knowledge of the Company (with respect to the Leased Real Property other than the Heyday Lease only) by the other parties thereto. No Acquired Company has collaterally assigned or granted any other security interest in the Leased Real Property or any of its Subsidiaries uses or occupies or has interest therein which is still in effect. Except for the right to use or occupyPermitted Liens, now or in there exist no Liens affecting the future, any real property (the “Leased Real Property Leases”)created by, through or under any Acquired Company. The Company has heretofore made available to Parent Acquiror true, correct and complete copies of all Real Property Leases each Material Lease (including all material modifications, amendments, supplements, annexes and schedules thereto and written waivers thereunder). (c) The buildings and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder structures that are current in all material respects. No termination event or condition or uncured default on the part of the Leased Real Property are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Business’ current activities as conducted thereon. Each Acquired Company or, if applicable, any has adequate rights of its Subsidiaries or, ingress and egress to and from the Knowledge Leased Real Property for the operation of the CompanyBusiness as currently conducted or proposed to be conducted and are served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the material Business activities conducted at such Leased Real Property, the landlord thereunder exists under any Real Property Leaseand, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatenedcondition that would reasonably be expected to result in the termination of any such utilities or other services. No Acquired Company subleases as sublessor or has granted another Person the right to use or occupy any Leased Real Property. No Person has any right to purchase, condemnation or holds any right of first refusal to purchase, any of the Acquired Companies’ interest in the Leased Real Property. Except for the Material Leases, no Acquired Company has entered into any lease, sublease, license, occupancy agreement, option or other Contract with respect to any property leased pursuant real property. None of the Leased Real Property is subject to any use by any Acquired Company, any Affiliate of any Acquired Company or any other Person that would materially interfere with the use thereof in the conduct of the Business, other than in a landlord capacity in accordance with the terms of the Heyday Lease. No Acquired Company uses or permits any of its assets or properties to be held at any real property other than the Leased Real Property leasesProperty. (cd) The Company and its Subsidiaries have good and marketable title There are no Actions pending, nor to all the Knowledge of the assets reflected as owned on Company, threatened against or affecting the most recent balance sheet of the Company contained Leased Real Property or any portion thereof or interest therein in the Company SEC Reports filed prior to the date hereof (except for properties nature or assets that have been sold in lieu of expropriation, condemnation or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by eminent domain proceedings or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)similar actions or casualties.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject with respect to the Enforceability Exceptionsreal property owned by the Company or any Company Subsidiary (such property collectively, the “Owned Real Property”), (i) either the Company or a Company Subsidiary has good and valid title to such Owned Real Property, free and clear of all Liens other than (I) any such Lien which is a Real Estate Permitted Lien and (II) any conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not materially adversely affect the use by the Company or any Company Subsidiary (or any successor in title to the Company or Company Subsidiary) of such Owned Real Property for residential home building activities, (ii) except as set forth on Section 3.16(a) of the Company Disclosure Letter or pursuant to Home Sale Contracts, there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize such Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the use by the Company or any Company Subsidiary (or any successor in title to the Company or Company Subsidiary) of such Owned Real Property for residential home building activities, and (iii) neither the Company nor the Company Subsidiaries have, nor to the Knowledge of the Company has any predecessor in title to the Company or a Company Subsidiary, collaterally assigned or granted a security interest in the Owned Real Property except for the Real Estate Permitted Liens and other Liens that were discharged in full prior to the date hereof. Neither the Company nor any of the Company Subsidiaries has received notice of any pending, and to the Knowledge of the Company there is no pending or threatened in writing, material condemnation or eminent domain proceeding, or any sale in lieu thereof, with respect to any Owned Real Property, except for dedications of roads or rights-of-way made as a result of the zoning, platting or development plans for such Owned Real Property. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Leased Real Property and each Company Lease related thereto. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each lease, sublease, license, easement and other agreement under which the Company or any of the Company Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Leased Real Property”, and each such lease, sublease, license, easement or other agreement, a “Company Lease”), is valid, binding and in full force and effect and (ii) no uncured default on the part of the Company or, if applicable, a Company Subsidiary or, to the Knowledge of the Company, the landlord or other parties to such Company Lease exists or will exist with the giving of notice, the passage of time or both. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its the Company Subsidiaries have has a good and valid leasehold interests interest, subject to the terms of any Company Lease applicable thereto, in each parcel of real property leased by them all Leased Real Property, free and clear of all Liens, except for (I) Real Estate Permitted LiensLiens and (II) conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not adversely affect the use of the Leased Real Property by the Company or any Company Subsidiary. Neither the Company nor any of its the Company Subsidiaries has (x) received written notice of any pending, and to the Knowledge of the Company, Company there is no threatenedpending or threatened in writing, material condemnation or eminent domain proceeding with respect to any property leased pursuant Leased Real Property, (y) collaterally assigned or granted a security interest in the Leased Real Property except for Real Estate Permitted Liens and other Liens that were discharged in full prior to the date hereof, or (z) received any written notice of any material default under a Company Lease and, to the Knowledge of the Company, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a material default by the Company or any of the Real Property leasesCompany Subsidiaries, as applicable, under any Company Lease. (c) The Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no judgment, injunction, order, decree, statute, ordinance, rule, regulation, moratorium, or other action by or before a Governmental Entity exists or is pending or threatened in writing that restricts the development or sale of Owned Real Property or the development and its Subsidiaries have good and marketable title construction of residential homes thereon, including, without limitation, any moratorium applicable to all any of the assets reflected Owned Real Property or Contract Property that would prohibit (i) the issuance of building permits for the construction of houses, or certificates of occupancy therefor, (ii) the purchase of sewer or water taps, (iii) the issuance of subdivision approvals, or (iv) the issuance of development permits. (d) [Reserved]. (e) Except as owned set forth on the most recent balance sheet Section 3.16(e) of the Company contained in Disclosure Letter, there are no parties other than the Company SEC Reports filed prior to and any Company Subsidiaries in possession of any portion of the Owned Real Property, and, as of the date hereof (except for properties or assets that have been sold or disposed of hereof, other than in the ordinary course of business consistent business, neither the Company nor any Company Subsidiary has granted any Person any right to use all or any portion of the Owned Real Property or (with past practice since the date exception of such balance sheetthe seller thereof) the Contract Property. (f) The Company or one of the Company Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its material tangible personal property, free and clear of any Liens, except for all Liens other than Real Estate Permitted Liens. All material items Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the tangible personal property currently used in the operation of equipment and other tangible assets owned by or leased to the business of the Company and its the Company Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, is in good operating condition and repair working order (ordinary reasonable wear and tear and ongoing maintenance excepted). (g) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the marketing and sale of Real Property by the Company and any Company Subsidiary (including, without limitation, Residential Units, Residential Lots and Owned Development Parcels) has been in compliance with all applicable Laws.

Real Property; Assets. (a) With respect to the Owned Real Property: (i) The Company or AG LLC has good and marketable fee simple title, free and clear of all Liens other than Permitted Liens and is in lawful possession of the Owned Real Property. (ii) There are no outstanding options, rights of first refusal, rights of first offer, rights of reverter or other third party rights to purchase the Owned Real Property or any portion thereof or interest therein. (iii) Other than Company Leases, neither the Company nor AG LLC is a party to any Contract for the purchase, sale, exchange or transfer of any interest in the Owned Real Property. (iv) Neither the Company nor AG LLC has received any written notice of its Subsidiaries any condemnation proceedings or eminent domain proceedings pending or, to the knowledge of the Company, threatened against any Owned Real Property. (v) Neither the Company nor AG LLC has received any written notice of any material default under any covenant, easement or restriction affecting or encumbering any Owned Real Property or any portion thereof that remains outstanding and uncured as of the date hereof. (vi) The use of all buildings, structures, fixtures, fences, walls, paving, parking areas, driveways, walkways, plazas, landscaping, permanently affixed utility systems and other improvements existing, located on or attached to the Owned Real Property (collectively, the “Improvements”) is, and the Improvements themselves are, in substantial conformity with or excused from conformity with, all applicable zoning laws, and neither the Company nor AG LLC has received written notice of a violation thereof. (vii) Except for the assessment for the special improvement district, neither the Company nor AG LLC has received written notice of any currently owns any proposed or pending assessment on the Owned Real Property for public improvements or otherwise. (viii) The Owned Real Property constitutes all of the real property and, since January 1, 2014, have not owned any real propertyby the Company or AG LLC or used in connection with the business of the Company or AG LLC. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore delivered to or made available to Parent true, correct Acquiror or its agents or representatives true and complete copies of all leases and other Contracts which affect the use or occupancy of any portion of the Owned Real Property Leases (Property, including all material modificationsamendments and modifications thereto (collectively, amendments, supplements, waivers the “Company Leases”) and side letters theretoa current rent roll for the Company Leases (the “Rent Roll”). The Rent Roll sets forth the scheduled expiration date of each Company Lease, the amounts of all security deposits held by the Company or AG LLC in connection with the Company Leases and any arrearages in the payment of rent under the Company Leases, in each case as of the date of the Rent Roll. sf-3640269 (c) With respect to the Company Leases: (i) Each Real Property Company Lease is valid, binding and in full force and effecteffect and represents legal, all valid and binding obligations of the Company or AG LLC, as applicable, and, to the knowledge of the Company, represents legal, valid and binding obligations of the other parties thereto. (ii) Neither the Company, AG LLC, nor, as of the date of this Agreement, to the knowledge of the Company, any tenant under a Company Lease is in material breach of or material default under a Company Lease. (iii) All rent and other sums and charges payable by the counterparties under the Company or any of its Subsidiaries Leases to the Company and AG LLC as tenants thereunder landlord are current and no portion of any rent has been paid for any period more than thirty (30) days in all material respects. No termination event advance. (iv) Neither the Company nor AG LLC owes or condition or uncured default on the part will owe any brokerage commissions in respect of the Company orLeases. (v) The tenants under the Company Leases have accepted possession of, if applicableand are in occupancy of, any all of its Subsidiaries ortheir respective demised premises and have commenced the payment of rent under the Company Leases, and to the Company’s knowledge, there are no offsets, claims or defenses to the enforcement thereof presently outstanding. (vi) The rent payable under each Company Lease is the amount of rent set forth therein, and, to the Knowledge knowledge of the Company, there is no claim or basis for a claim by the landlord tenant thereunder exists for an adjustment to such rent. (vii) No letter of credit has been delivered as a security deposit, or in lieu of a cash security deposit, under any Real Property Company Lease. (viii) There is no tenant improvement work remaining to be done under any Company Lease. (ix) There are no remaining rent concessions, tenant allowances or abatements with respect to any Company Lease. (d) Except for Permitted Liens, the Company and AG LLC have good and valid title to the assets of the Company and AG LLC reflected in the Financial Statements. The assets of the Company and AG LLC to be acquired by Acquiror pursuant to this Agreement constitute all material assets used or held for use by the Company and its Affiliates in the operation of the businesses of the Company and AG LLC as presently operated, except asas would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither Schedule 2.7(a) contains a true and complete description of all real property owned by the Company nor any of and its Subsidiaries currently owns any real property andSubsidiaries, since January 1, 2014, have not owned any real propertytogether with all Facilities located thereon and appurtenances relating thereto (the “Owned Real Property”). (b) Section 4.17(bSchedule 2.7(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct true and complete list of all leases, subleases, licensesoccupancy agreements and similar contracts, occupancy together with all amendments, modifications, extensions, renewals, guaranties and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property with respect thereto (the “Real Property Leases”). The Company has heretofore made available , with respect to Parent trueall real property leased, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable subleased or otherwise used or occupied by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on (the part of “Leased Real Property” and together with the Owned Real Property, the “Real Property”). (c) Other than the Real Property, neither the Company or, if applicable, nor any of its Subsidiaries has any other direct or indirect interest in any real property, whether owned, leased or otherwise. The Real Property comprises all of the real property necessary to conduct the business of the Company and its Subsidiaries as currently conducted. (d) The Real Property Leases are in full force and effect, and the Company or a Subsidiary holds a legal, valid and enforceable leasehold interest under each such Real Property Lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights Laws, and subject to Permitted Liens. All Real Property is in good operating condition and repair and is sufficient for the conduct of the Company’s and its Subsidiaries’ business as currently conducted. The Company would not owe any brokerage commissions or finders’ fees if any existing Real Property Leases were renewed pursuant to any renewal options contained in such Real Property Leases, and neither the Company nor any of its Subsidiaries owes any such fees for the Real Property. All improvements (if any) constructed on the Leased Real Property pursuant to any Real Property Lease have been completed in accordance with and currently satisfy the terms of such Real Property Lease, and, to the Company’s Knowledge, there are no defects or disputes associated therewith. Except as set forth on Schedule 2.7(d), the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated herein and therein do not require the consent, authorization or approval of any party to a Real Property Lease and will not, with or without notice or lapse of time or both, result in a breach of or default under such a Real Property Lease, or otherwise cause such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. The Company’s or its applicable Subsidiary’s possession and quiet enjoyment of each Leased Real Property has not been disturbed, and, the Company’s Knowledge, there are no disputes with respect to any Real Property Leases. (e) Except as set forth on Schedule 2.7(e): (i) no Liens on the Owned Real Property and, to the Company’s Knowledge, the Leased Real Property could reasonably be expected to materially and adversely affect the Company’s or its Subsidiaries’ use or occupancy of such Real Property for the operation of their business as currently conducted; (ii) there is no condemnation, expropriation or eminent domain proceeding of any kind pending or, to the Knowledge Company’s Knowledge, threatened against any of the Real Property, or any portion thereof, or other legal matters materially and adversely affecting any of the Company’s or its Subsidiaries’ occupancy and use thereof for the operation of their business as currently conducted; (iii) neither the Company nor its Subsidiaries have licensed, subleased or granted any third party the right to use or occupy the Real Property, and there are no parties in possession of the Real Property that are not entitled to such possession; and (iv) there are no outstanding options or rights of first refusal to purchase the Owned Real Property or, to the Company’s Knowledge, the landlord thereunder exists under Leased Real Property, or any Real Property Leaseportion thereof or interest therein, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject favor of any third party with regard to the Enforceability Exceptions, Owned Property or the Company and each or its Subsidiaries with regard to the Leased Real Property. (f) The Company or one of its Subsidiaries have has good and valid title to, or, in the case of the Leased Real Property, valid leasehold interests in, all of its respective tangible properties and assets, real, personal and mixed, including the Real Property, used or held for use in each parcel of real property leased by them its business, free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (ci) The Company and its Subsidiaries have good and marketable title to all of the assets as reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof Financial Statements and (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheetii) free and clear of any Liens, except for Permitted Liens. All material items of equipment equipment, machinery, furniture, vehicles and other tangible assets personal property owned by or leased to by the Company and its Subsidiaries are adequate currently in use or held for future use is (i) sufficient for the uses to which they are being put, are, in all material respects, conduct of the business of the Company and its Subsidiaries as currently conducted and (ii) in good operating condition condition, regularly and repair (ordinary properly maintained, subject to normal wear and tear and ongoing maintenance excepted)tear.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently No Group Company, directly or indirectly, owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b3.17(b) of the Company Disclosure Letter sets forth Schedules contains a complete and accurate list of the addresses of all of the real property leased, subleased, licensed or otherwise occupied as of the date hereof by a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Group Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property Property”) pursuant to a lease, sublease, license, occupancy or other agreement (collectively, the “Leases”). The Company has heretofore made available to Parent true, true and correct and complete copies of all Real Property each of the Leases (with annual lease obligations in excess of $500,000, including all material modifications, amendments, supplements, waivers supplements and side letters guarantees thereto). Each Real Property Lease is valid, binding and Except as set forth in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part Section 3.17(b) of the Company orDisclosure Schedules, if applicableno Group Company is obligated or bound by any Contracts, options, rights of first refusal or other contractual rights to sell or acquire any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except asreal property. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Group Companies, taken as a whole, (i) the Group Companies have good and valid leasehold or subleasehold interests in the Leased Real Property, free and clear of all Liens other than Permitted Liens and (ii) with respect to each Lease, (A) such Lease is a legal, valid and binding obligation of the relevant Group Company and, to the Company’s Knowledge, each other party or parties thereto, in accordance with its terms and is in full force and effect and (B) the relevant Group Company is not in breach of or default under such Lease, and no event has occurred which, with notice, lapse of time or both, would not reasonably constitute a default or breach of such Lease by such Group Company or to the Company’s Knowledge, any other party thereto. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Schedules, there are no leases, subleases, licenses, use or occupancy or similar agreements granting to any party any occupancy or use rights for any Leased Real Property and no party, other than the applicable Group Company, holds leasehold title to or occupancy rights or be expected to have a Company Material Adverse Effect. Except in possession of all or any portion of the Leased Real Property, in each case, except as would not reasonably be expected to haveexpected, individually or in the aggregate, a Company Material Adverse Effect, and subject to be material to the Enforceability ExceptionsGroup Companies, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leasestaken as a whole. (cd) The Company To the Company’s Knowledge, (i) the buildings, improvements and its Subsidiaries have good and marketable title to all of the assets reflected as owned fixtures on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any LiensLeased Real Property, except for Permitted Liens. All material items of equipment including all mechanical, electrical and other tangible assets owned by or leased to the Company and its Subsidiaries systems, are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear excepted) and ongoing maintenance excepted)(ii) all tenant improvement work required to be performed by the landlord or tenant under each Lease has been completed in accordance with the terms of such Lease and accepted by either landlord or tenant, as the case may be, under the terms of such Lease, in each case, except as would not reasonably be expected, individually or in the aggregate, to be material to the Group Companies, taken as a whole. (e) To the Company’s Knowledge, the Leased Real Property is in compliance with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable Laws, permits, and certificates of occupancy affecting the Leased Real Property, and no Group Company has received any written notice of any violation of any such Laws, in each case except as would not reasonably be expected, individually or in the aggregate, to be material to the Group Companies, taken as a whole. (f) There do not exist any actual or, to the Company’s Knowledge, threatened actions by any Governmental Authority or Person to take, by condemnation or otherwise, any of the Leased Real Property, and neither the Company nor any of the Group Companies have received any written notice of the intention of any Governmental Authority or other Person to take or use any Leased Real Property or any part thereof or interest therein.

Real Property; Assets. (a) Neither the No Group Company nor any of its Subsidiaries currently owns any item of real property. Schedule 3.8(a) lists all items of real property andleased by a Group Company (the “Leased Real Property”) and each lease pursuant to which a Group Company leases any Leased Real Property (the “Leases”). Except as set forth on Schedule 3.8(a), since January 1the Group Companies have valid leasehold interests in the Leased Real Property, 2014in each case, have not owned free and clear of Encumbrances, except for (i) statutory Encumbrances in favor of lessors arising in connection with any real propertyLeased Real Property, (ii) recorded easements, rights of way, covenants, restrictions, reservations, exceptions and encroachments on, over or affecting any portion of the Leased Real Property, and (iii) any Permitted Encumbrances. (b) Section 4.17(b) Each of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effecteffect as to the applicable Group Company party thereto and, all rent to the Knowledge of the Company, as to the landlord that is party thereto in accordance with its terms. To the Knowledge of the Company, except as set forth on Schedule 3.8(b), the Leases are not subject to any ground leases, mortgages, deeds of trust or other superior Encumbrances or interests that would entitle the holder thereof to interfere with or disturb the lessee’s use and other sums and charges payable by enjoyment of the Company leased premises or the exercise of the lessee’s rights under the Leases so long as the lessee is not in default. There exists no default or event of default under any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default Lease on the part of the Company ora Group Company, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists any other party under any Real Property Lease, except as, individually or in the aggregate, for any default that would not reasonably be expected material. The Company has made available to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Parent complete and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear correct copies of all LiensLeases, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leasesincluding all amendments thereto. (c) The Except as set forth on Schedule 3.8(c), there are no leases, subleases, licenses or other occupancy agreements relating to the Leased Real Property with respect to which a Group Company is lessor, sublessor, licensor or the like, and no third Person is in possession of any of the Leased Real Property. (d) No Group Company is party to any lease pursuant to which a Group Company leases any fixtures, furniture, equipment or any other personal property under which a Group Company is required to make payments in excess of $250,000 in the aggregate over its Subsidiaries have good remaining term. (e) Each Group Company has legal and marketable title to beneficial ownership of all of the its respective tangible personal property and assets reflected as owned on included in the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (Financial Statements, except for properties or and assets that have been sold or disposed of in the ordinary course of business since the Balance Sheet Date, free and clear of Encumbrances, other than Permitted Encumbrances. (f) Other than in the ordinary course of business consistent with past practice since practice, all inventory of the date of such balance sheet) free Group Companies, including finished goods, raw materials and clear of any Lienswork-in-process, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to all service parts and supplies, is located on the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Leased Real Property.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently the Company Subsidiary owns any real property and, since January 1except as set forth on Schedule 4.17(a), 2014, have has not owned since their incorporation any real property. (b) Section Schedule 4.17(b) sets forth a complete and correct list of each parcel of real property leased or subleased by the Company Disclosure Letter or the Company Subsidiary, (the “Leased Real Property”), setting forth the address, landlord, sublandlords and tenant of each parcel of Leased Real Property. Schedule 4.17(b) sets forth as of each lease related to the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under Leased Real Property to which the Company or the Company Subsidiary is a party or bound by including all amendments, modifications, and extensions and all material notices relating to any obligations of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property parties thereunder (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is a legal, valid, binding and enforceable obligation of the Company or the Company Subsidiary, as applicable and each such lease is in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor the Company Subsidiary is in material breach or material default under any Real Property Lease and no condition exists which (with notice or lapse of time or both) would constitute a default by the Company or the Company Subsidiary thereunder or, to the Company’s Knowledge, by the other parties thereto, in each case, other than such defaults as would not be material to the Company and the Company Subsidiary, taken as a whole. As of the date of this Agreement, neither the Company nor the Company Subsidiary has received any written claim or written notice of breach of or default under any such Real Property Lease, which has not been duly cured in accordance with such notice. Neither the Company nor the Company Subsidiary have subleased or otherwise granted any Person the right to use or occupy any Leased Real Property which is still in effect. Except for Permitted Liens, neither the Company nor the Company Subsidiary have collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. (c) The Leased Real Property is supplied with utilities suitable for the operation of the business presently conducted thereon. To the Company’s Knowledge, there does not exist any pending or threatened condemnation or eminent domain proceeding with respect to any of its Subsidiaries the Leased Real Property. To the Company’s Knowledge, the use of the Leased Real Property for the various purposes for which it is presently being used is permitted as of right under all applicable zoning Laws and is not subject to “permitted nonconforming” use or structure classifications. To the Company’s Knowledge, neither the Company nor the Company Subsidiary has received written notice of any pendingzoning, and building code or other moratorium proceedings or of any violation of any zoning or similar Law relating to the Knowledge its leasing or operation of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Leased Real Property leasesProperty. (cd) The All improvements by the Company and its Subsidiaries have good and marketable title to all of or the assets reflected as owned Company Subsidiary on the most recent balance sheet of the Company contained Leased Real Property are in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, compliance in all material respectsrespects with all applicable Laws, in good operating condition including those pertaining to zoning, building and repair (ordinary wear and tear and ongoing maintenance excepted)the disabled.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent trueand the Acquired Subsidiaries, correct and complete copies of all Real Property Leases (including all material modificationsrespectively, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests (and, in each parcel the case of real property leased by them free and clear of all Liensowned Real Property, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable fee simple) title to to, or a valid leasehold interest in, all of the Real Property and personal property and other assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to Audited Financial Statements or acquired after the date hereof (except for Balance Sheet Date, other than properties or and assets that have been sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date of Balance Sheet Date. All such balance sheetproperties and assets (including leasehold interests) are free and clear of any Liens, Encumbrances except for the following (collectively referred to as “Permitted Liens. All material Encumbrances”): (i) those items set forth in Section 3.10(a) of equipment the Disclosure Schedules; (ii) easements, rights of way, zoning ordinances and other tangible assets similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company or any of the Acquired Subsidiaries (iii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company. (b) Section 3.10(b) of the Disclosure Schedules lists the street address of each parcel of Real Property owned by the Company or any Acquired Subsidiary, and sets forth the name of the owner of such Real Property (the “Owned Real Property”). With respect to Owned Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company or the Acquired Subsidiary acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Sellers, the Company, or any of the Acquired Subsidiaries and relating to the Owned Real Property. (c) Section 3.10(c) of the Disclosure Schedules lists the street address of each parcel of Real Property leased or subleased by the Company or any of the Acquired Subsidiaries, and sets forth the name of the lessee of such Real Property (the “Leased Real Property”). With respect to Leased Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property, including all amendments thereto. Neither the Company nor any of the Acquired Subsidiaries is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy, or enjoyment of any Leased Real Property. (d) Except as set forth in Schedule 3.10(d), the use and operation of the Owned Real Property and the Leased Real Property in the conduct of the business of Company and the Acquired Subsidiaries do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or agreement. No material improvements constituting a part of the Owned Real Property or Leased Real Property encroach on real property owned or leased by a Person other than the Company or any of the Acquired Subsidiaries. There are no Actions pending nor, to the Sellers’ Knowledge, threatened against or affecting the Owned Real Property, the Leased Real Property, or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (e) Except as set forth in Schedule 3.10(e) of the Disclosure Schedules, Sellers have all required permits, licenses and other governmental approvals to conduct the business of the Company at all Owned Real Property and its Subsidiaries are adequate for the uses Leased Property, including but not limited to: (1) permits to which they are being putoperate as waste collection and composting facilities, are(2) at the Lo▇▇▇ ▇oad Property, permits properly assigned to operate as a borrow pit, and (3) permits to utilize water in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)the manner so utilized at each of the properties.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company RACI and its Subsidiaries have good and marketable title to all material items of real property owned by RACI or its Subsidiaries (the assets reflected as owned "Owned Real Property") and valid leasehold interests in all material items of real property leased by RACI or its Subsidiaries (the "Leased Real Property"), in each case free and clear of all Liens except for Permitted Liens. (b) Each lease (including any option to purchase contained therein) pursuant to which RACI or its Subsidiary leases any Leased Real Property (the "Leases") is in full force and effect and, to the knowledge of RACI, is enforceable against the landlord which is party thereto in accordance with its terms. There exists no material default or event of default (or any event that with notice or lapse of time or both would become a material default) on the most recent balance sheet part of RACI or any of its Subsidiaries under any Leases. Neither RACI nor any of its Subsidiaries has received any written notice of any default under any lease by which RACI or any of its Subsidiaries leases the Company contained Leased Real Property nor any other written termination notice with respect thereto. (c) RACI and its Subsidiaries have legal and beneficial ownership of all of their respective tangible personal property and assets included in the Company SEC Reports filed prior to the date hereof (September 2002 Balance Sheet, except for properties or and assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) the September 2002 Balance Sheet, in each case free and clear of any all Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased Except as would not reasonably be expected to the Company have a Material Adverse Effect, RACI and its Subsidiaries are adequate own or have the right to use all of the properties and assets necessary for the uses to which they are being putconduct of their business as currently conducted. Each such tangible asset has been maintained in accordance with normal industry practice, are, in all material respects, is in good operating condition and repair (ordinary subject to normal wear and tear tear) and ongoing maintenance excepted)is suitable for the purpose for which it is currently used.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (bi) Section 4.17(b3.1(l)(i) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct true and complete list and brief description of all leases, subleases, licenses, occupancy and other agreements under which each parcel of real property owned by the Company or any of its and the Company Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”"OWNED REAL PROPERTY"). The Company or a Company Subsidiary has heretofore good and marketable fee simple title to all such Owned Real Property. (ii) Section 3.1(l)(ii) of the Company Disclosure Letter contains a true and complete list and brief description of all real property leased by the Company and the Company Subsidiaries, all of which are hereinafter referred to as the "LEASED REAL PROPERTY." The Owned Real Property and Leased Real Property constitute all of the real property occupied or used by the Company and the Company Subsidiaries in connection with the operation of their respective businesses as currently conducted. The Company or a Company Subsidiary has a valid leasehold interest in or valid rights to all Leased Real Property. The Company has made available to Parent true, correct true and complete copies of all leases of the Leased Real Property Leases (including the "LEASES"). No option, extension or renewal has been exercised under any Lease except options, extensions or renewals whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to Parent with the corresponding Lease. Each of the Company and the Company Subsidiaries has complied in all material modificationsrespects with the terms of all Leases to which it is a party and under which it is in occupancy, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and all such Leases are in full force and effect, all rent and other sums and charges payable by . To the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge knowledge of the Company, the landlord thereunder exists lessors under any Real Property Leasethe Leases to which the Company or a Company Subsidiary is a party have complied in all material respects with the terms of their respective Leases. Each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all such Leases, except aswhere a failure to do so, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually material adverse effect on the Company. (iii) None of the Owned Real Property or in the aggregate, a Company Material Adverse Effect, and Leased Real Property is subject to any Liens (whether absolute, accrued, contingent or otherwise). (iv) The Company has good and valid title to all properties, assets and rights relating to or used or held for use in connection with the Enforceability Exceptions, business of the Company and each of its Subsidiaries have good such properties, assets and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to rights comprise all of the assets reflected as owned on required for the most recent balance sheet conduct of the business of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liensas now being conducted. All such properties, assets and rights are in all material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are respects adequate for the uses to purposes for which they such assets are being putcurrently used or held for use, are, and are in all material respects, in reasonably good repair and operating condition and repair (ordinary subject to normal wear and tear and ongoing maintenance exceptedtear).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b3.13(a)(i) of the Company Disclosure Letter Schedule sets forth as of the date hereof a true, correct complete and complete accurate list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased owned by them the Company or a Company Subsidiary (the “Company Owned Real Property”), including the address and the owner thereof. The Company or a Company Subsidiary has good, valid and marketable title to the Company Owned Real Property, and the Company Owned Real Property is free and clear of all Liens, except for Permitted Liens. Except as set forth in Section 3.13(a)(ii) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has leased, licensed or otherwise granted any Person the right to use or occupy the Company Owned Real Property or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Company Owned Real Property or any portion thereof. (b) Section 3.13(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the leases, subleases, licenses, sublicenses or other occupancies (“Company Leases”) pursuant to which the Company or any Company Subsidiary is a party as lessee, sublessee, licensee, sublicensee or occupant for real property (and the parties to each Company Lease (including all amendments, modifications, side letters, guaranties, assignments and supplements thereto) (the “Company Leased Properties”; together with the Company Owned Real Property, the “Real Property”), true and correct copies of the Company Leases have previously been made available to Buyer. The Company or a Company Subsidiary has a valid leasehold interest in the Company Leased Properties, free and clear of all Liens, except for Permitted Liens, and is in possession of the properties purported to be leased thereunder. No Person, other than as disclosed on Section 3.13(b) of the Company Disclosure Schedule, the Company and the Company Subsidiaries has any right to use or occupy any portion of the Company Leased Properties. Neither the Company or any Company Subsidiary, nor to the knowledge of the Company, any other party thereto, is in material breach of or default under any of the Company Leases and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material breach or default by the Company or any Company Subsidiary, or to the knowledge of the Company, any other party to such Company Lease. Each Company Lease is in full force and effect and constitutes a legal, valid and binding obligation on the member of the Company or Company Subsidiary that is a party thereto, enforceable in accordance with its terms. (c) The Real Property constitutes all of the real property owned, leased, licensed, or used in connection with the Business. To the knowledge of the Company, no condemnation, expropriation or other proceeding in eminent domain affecting the Real Property or any portion thereof or interest therein is pending or threatened, with respect to any Real Property and neither the Company nor any Company Subsidiary has received written notice of any matter which affects or would be reasonably likely to affect the ability of the Company or any Company Subsidiary to conduct the Business from the Real Properties in materially the same manner or at materially the same cost as at the date of this Agreement. The Company has not received any written notice that the current use, ownership, lease, license, or occupancy (as applicable) of the Real Property (including any parking areas) violates any Law, easement, covenant, condition, restriction or similar provision in any instrument of record. (d) None of the Company or any Company Subsidiary has any continuing liability (actual or contingent), including as a guarantor, in respect of any land or buildings other than the Real Properties. (e) The current use of the Real Properties is permitted under the applicable Law and to the knowledge of the Company, the Company and each Company Subsidiary has complied in all material respects with all applicable Laws in respect of each Company Owned Real Property and Company Leased Property. The Company and each Company Subsidiary, as applicable, is in peaceful and undisturbed possession of the Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability of the Company or Company Subsidiary, as applicable, to use each such Real Property for the purposes for which it is currently being used. (f) There are no Contracts outstanding for the sale, exchange, Lien, lease or transfer of any of the Real Property, or any portion thereof. Neither the Company nor any Company Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (g) To the Knowledge of its Subsidiaries has received written notice of any pendingthe Company, all buildings, parking facilities, structures, improvements, fixtures, building systems and equipment, and all components thereof included in the Company Owned Real Property (the “Improvements”) are in good condition and repair (reasonable wear and tear excepted) and sufficient for the intended operation of the Business as currently conducted, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. To the Knowledge of the Company, there is are no threatened, condemnation with respect to any property leased pursuant to material structural deficiencies or latent defects affecting any of the Real Property leases. (c) The Company Improvements and its Subsidiaries have good and marketable title to all there are no facts or conditions affecting any of the assets reflected as owned on Improvements which would, individually or in the most recent balance sheet aggregate, interfere in any material respect with the intended use or occupancy of the Company contained Improvements or any portion thereof in the Company SEC Reports filed prior operation of the Business as currently conducted, except as would not reasonably be expected to the date hereof (except for properties be, individually or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liensaggregate, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being putCompany Subsidiaries, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)taken as a whole.

Real Property; Assets. (a) Neither the The Company nor any of its Subsidiaries currently owns any real property anddoes not own, since January 1and has never owned, 2014, have not owned any real property. (b) Section 4.17(bSchedule ‎3.13(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct true and complete list of all real property leased, subleased, licensed, sublicensed or occupied by the Company, including the address thereof (the parcels of real property disclosed or required to be disclosed, the “Leased Real Property”). (c) Schedule ‎3.13(c) sets forth a list of each lease in effect on the date hereof, in each case where the Company leases, subleases, licenses, occupancy and other agreements under which sublicenses or occupies any Leased Real Property as the lessee, sublessee or licensee thereunder (each, a “Lease”). The Leased Real Property constitutes all of the material real property used, held for use or occupied by the Company in connection with the conduct of the Business. Except as set forth on Schedule ‎3.13(c) and except as would not be reasonably expected to be material to the Company, (i) the Company has a valid leasehold, subleasehold or licensee interest in the Leased Real Property subject to each Lease; (ii) each Lease is in full force and effect and constitutes the valid and binding agreement of the Company and, to the Company’s Knowledge, the other parties thereto; (iii) no uncured notice of default has been given or received under such Lease by the Company, the Company is not in default in any material respect under the Lease, and no unsettled claim, judicial suit or proceeding or other adversarial action has been instituted or threatened by the Company against the lessor under such Lease, or by the lessor under such Lease against the Company, and (iv) to the Company’s Knowledge, there are no pending or contemplated special assessments of Taxes affecting all or any portion of its Subsidiaries uses the Leased Real Property which would increase the real property Taxes or occupies similar charges payable by the Company with respect to any Leased Real Property. (d) All of the buildings, structures and appurtenances situated in the Leased Real Property are in all material respects adequate and suitable for the purposes for which they are currently being used by the Company and are in all material respects in good operating condition and repair, subject to ordinary wear and tear. (e) Except as set forth on Schedule ‎3.13(e), the Company has not subleased or has otherwise granted to any Person the right to use or occupy, now or in occupy the future, any real property (the “Leased Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof portion thereof (except for properties or assets that have been sold or disposed of rights granted in the ordinary course of business consistent with past practice since to enter or use the date Leased Real Property to Persons for bona fide business purposes). (f) The Company has good and marketable title to, or, in the case of such leased or licensed property and assets, has valid leasehold interests or licenses in, all property and assets reflected on the balance sheetsheet delivered pursuant to Section ‎3.5(a)(ii) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned or acquired by or leased to the Company after the Balance Sheet Date. Such property, assets and its Subsidiaries are adequate rights constitute all of the property, assets and rights used or held for use in and sufficient for the uses to which they conduct of the business of the Company as currently operated. Such property and assets are being put, are, in all material respects, in good operating condition and repair (except for ordinary wear and tear and ongoing routine maintenance exceptedin the ordinary course of business). None of such property, assets or rights is subject to any Lien, except Permitted Liens and any other Liens which arise in the ordinary course of business that are not material in amount and that do not materially and adversely affect the value, materially impair or materially interfere with any present use or otherwise materially and adversely affect the marketability of any such property or assets to which they relate.

Real Property; Assets. (ai) Neither The Company or a Company Subsidiary has good and marketable title to each parcel of or interest in real property owned by the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real propertyor a Company Subsidiary (the "Company Owned Real Property"). (bii) Section 4.17(bThe Company Owned Real Property and all real property interests leased or otherwise held by the Company and the Company Subsidiaries (the "Company Leased Real Property") constitute all of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which real property occupied or used by the Company and the Company Subsidiaries in connection with the operation of their respective businesses as currently conducted. The Company or any of its Subsidiaries uses a Company Subsidiary has a valid leasehold interest in or occupies or has the right valid rights to use or occupy, now or in the future, any real property (the “all material Company Leased Real Property Leases”)Property. The Company has heretofore made available to Parent true, correct true and complete copies of all material leases of the Company Leased Real Property Leases (including the "Company Leases"). No option, extension or renewal has been exercised under any Company Lease, except options, extensions or renewals that if exercised, renewed, or extended would not have a material adverse impact on the Company's ability to conduct its operations as a whole, whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to Parent with the corresponding Company Lease. Each of the Company and the Company Subsidiaries has complied in all material modificationsrespects with the terms of all Company Leases to which it is a party and under which it is in occupancy, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and all such Company Leases are in full force and effect, all rent and other sums and charges payable by . To the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge knowledge of the Company, the landlord thereunder exists lessors under any Real Property Leasethe Company Leases to which the Company or a Company Subsidiary is a party have complied in all material respects with the terms of their respective Company Leases. Each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all such Company Leases, except aswhere a failure to do so, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually . (iii) None of the Company Owned Real Property or in the aggregate, a Company Material Adverse Effect, and Leased Real Property is subject to the Enforceability Exceptionsany Liens (whether absolute, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liensaccrued, contingent or otherwise), except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (cA) The Company and its Subsidiaries Entities have good and marketable title to all properties, assets and rights relating to or used or held for use in connection with the business of the Company Entities and such properties, assets and rights comprise all of the assets reflected as owned on required for the most recent balance sheet conduct of the business of the Company contained Entities as now being conducted and (B) all such properties, assets and rights are in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are all respects adequate for the uses to purposes for which they such assets are being putcurrently used or held for use, are, and are serviceable and in all material respects, in reasonably good operating condition and repair (ordinary subject to normal wear and tear tear), except with respect to clauses (A) and ongoing maintenance excepted(B), where such failure would not reasonably be expected to have a Company Material Adverse Effect.

Real Property; Assets. (a) Neither The Company and the Company nor Subsidiaries have good and marketable title to the real properties listed on Schedule 4.17(a) (the “Owned Real Property”) free and clear of Liens, except for Permitted Liens or as set forth on Schedule 4.17(a). The most recent title reports or policies and surveys in the possession of the Company or any of its the Company Subsidiaries currently owns any real property and, since January 1, 2014, (if any) with respect to each parcel of Owned Real Property have not owned any real propertybeen made available to Acquiror. (b) Section Schedule 4.17(b) sets forth a complete and correct list of each parcel of real property leased by the Company or any of the Company Disclosure Letter Subsidiaries, (the “Leased Real Property”), setting forth the address, landlord and tenant of each parcel of Leased Real Property. Schedule 4.17(b) sets forth as of each lease related to the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under Leased Real Property to which the Company or any of its the Company Subsidiaries uses or occupies or has is a party including all amendments, modifications, and extensions and all material notices relating to any obligations of the right to use or occupy, now or in the future, any real property parties thereunder (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is a legal, valid, binding and enforceable obligation of the Company or a Company Subsidiary, as applicable, and, to the knowledge of the Company, each such lease is in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its the Company Subsidiaries is in material breach or default under any Real Property Lease and no condition exists which (with notice or lapse of time or both) would constitute a default by the Company or any of the Company Subsidiaries thereunder or, to the knowledge of the Company, by the other parties thereto. As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries has received any written claim or written notice of breach of or default under any such Real Property Lease, which has not been duly cured in accordance with such notice. Neither the Company nor any of the Company Subsidiaries have subleased or otherwise granted any Person the right to use or occupy any Real Property which is still in effect. Neither the Company nor any of the Company Subsidiaries have collaterally assigned or granted any other security interest in the Real Property or any interest therein which is still in effect. (c) The Real Property is supplied with utilities suitable for the operation of the business presently conducted thereon. To the knowledge of the Company, there does not exist any pending or threatened condemnation or eminent domain proceeding with respect to any of the Leased Real Property. To the knowledge of the Company, the use of the Leased Real Property for the various purposes for which it is presently being used is permitted as of right under all applicable zoning Laws and is not subject to “permitted nonconforming” use or structure classifications. There does not exist any pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceeding with respect to any of the Owned Real Property. The use of the Owned Real Property for the various purposes for which it is presently being used is permitted as of right under all applicable zoning Laws and is not subject to “permitted nonconforming” use or structure classifications. To the knowledge of the Company, neither the Company nor any Company Subsidiary has received written notice of any pendingzoning, building code or other moratorium proceedings or of any violation of any zoning or similar Law relating to its ownership or operation of the Real Property. (d) All improvements by the Company or a Company Subsidiary on the Real Property are in compliance in all material respects with all applicable Laws, including those pertaining to zoning, building and to the Knowledge disabled. To the knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of all additional improvements on the Leased Real Property leasesare in compliance in all material respects with all applicable Laws, including those pertaining to zoning, building and the disabled. (e) The Owned Real Property owned by the Spanish Subsidiary, is in compliance with (a) the general town planning instrument, (b) the partial plan (town planning instrument that plans the urban development of a certain part of the town), and (c) any other document, agreement or instrument that could affect the Owned Real Property owned by the Spanish Subsidiary from a town planning point of view. The Company and its Subsidiaries have good and marketable title to all Seller states that there are neither disciplinary proceedings nor administrative fines filed or imposed regarding environmental or land planning matters of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets Owned Real Property owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Spanish Subsidiary.

Real Property; Assets. (a) Neither the Company nor any Subsidiary of the Company owns any real property. Neither the Company nor any of its Subsidiaries currently owns is a party to any agreement or option to purchase any real property and, since January 1, 2014, have not owned any real propertyor material interest therein. (b) Section 4.17(b4.18(b) of the Company Disclosure Letter sets forth as of the date hereof Schedules contains a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent trueleased, correct and complete copies of all Real Property Leases (including all material modificationssubleased, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable licensed or otherwise occupied by the Company or any of its Subsidiaries as tenants thereunder are current in (the “Leased Real Property”). The Company has made available to Acquiror true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all material respects. No termination event modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto) for the Leased Real Property to which the Company or condition or uncured default on its Subsidiaries is a party (the part “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Each Real Estate Lease Document is a legal, valid, binding and enforceable obligation of the Company or, if applicable, any of or its Subsidiaries orand, to the Knowledge knowledge of the Company, the landlord thereunder exists under any Real Property Leaseother parties thereto, except asas applicable, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Real Estate Lease Document is in full force and effect and the Company or a Subsidiary holds a good, valid and existing leasehold interest under each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them such Real Estate Lease Document, free and clear of all Liens, except for Permitted Liens. (d) There exists no material default or material breach under any of the Real Estate Lease Documents by the Company or its Subsidiaries or, to the knowledge of the Company, any other parties thereto. Neither the Company nor its Subsidiaries have received written or, to the knowledge of the Company, oral notice of default or breach under any Real Estate Lease Document, which has not been cured. No event has occurred or condition exists that with notice or lapse of time, or both, would constitute a material default or material breach under any Real Estate Lease Document by the Company or its Subsidiaries or, to the knowledge of the Company, by any other party thereto. Neither the Company nor its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property which is still in effect. (e) Neither the Company nor its Subsidiaries has received any written notice of any pending, and to the Knowledge that remains outstanding as of the Company, there is no threatened, condemnation with respect to date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any property leased pursuant to Lien or law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property leasesProperty. (cf) The Except for Permitted Liens and Intellectual Property (which is separately addressed in Section 4.11), the Company and its Subsidiaries have good and marketable valid title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Subsidiaries.

Real Property; Assets. (a) Neither Schedule 4.18(a) sets forth the address and tax parcel number of each Owned Real Property as of the date of this Agreement. Except as set forth on Schedule 4.18(a), the Company nor any of or its Subsidiaries currently owns is not party to any agreement or option to (i) purchase any real property andor interest therein, since January 1(ii) sell all, 2014or a portion of, any Owned Real Property or interest therein or (iii) lease or otherwise grant any third party the right to use any Owned Real Property or portion thereof. In the past two (2) years, none of the Company or its Subsidiaries have received written notice: (A) of any material violation of a building, zoning, health, or safety Law with respect to such Owned Real Property that has not owned been cured to the satisfaction of the party issuing such notice; (B) of any material action or governmental proceeding for condemnation or for a material zoning change with respect to such Owned Real Property, or (C) from any owner of real propertyproperty immediately contiguous to the Owned Real Property (an “Adjoining Landowner”) alleging: (A) material boundary disputes with such Adjoining Landowners respecting such Owned Real Property; (B) a material dispute relating to impairment of the Company or its Subsidiaries, as applicable, access to and from its respective Owned Real Property; or (C) a material default by Company or its Subsidiaries, as applicable, under any recorded agreement affecting such Owned Real Property. (b) Section 4.17(bSchedule 4.18(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property Leases”)as of the date of this Agreement. The Company has heretofore made available to Parent Acquiror true, correct and complete copies of all Real Property Leases the leases, subleases, licenses and occupancy agreements (including all material modifications, amendments, supplements, waivers and guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto) for the Leased Real Property to which the Company or its Subsidiaries is a party (the “Real Estate Documents”). , and such deliverables comprise all Real Estate Documents relating to the Leased Real Property. (c) Each Real Property Lease Estate Document (i) is a legal, valid, binding and enforceable obligation of the Company or its Subsidiaries and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the Real Estate Documents made available to Acquiror and (iii) to the knowledge of the Company, covers the entire estate it purports to cover and, subject to securing the consents or approvals, if any, required under the Real Estate Documents to be obtained from any landlord, lender or any other sums third party (as applicable), in connection with the execution and charges payable delivery of this Agreement by the Company or any the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle Acquiror or its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on to the part exclusive use (subject to the terms of the respective Real Estate Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Documents for the purpose specified in the Real Estate Documents. (d) No material default or breach by (i) the Company or, if applicable, any of or its Subsidiaries or, or (ii) to the Knowledge knowledge of the Company, the landlord thereunder any other parties thereto, as applicable, presently exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted LiensEstate Documents. Neither the Company nor any of its Subsidiaries has received written notice of any pendingor, and to the Knowledge knowledge of the Company, there oral notice of default or breach under any Real Estate Lease Document which has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a material default or breach under any Real Estate Lease Document by the Company or its Subsidiaries or by the other parties thereto. Neither the Company nor its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property which is no threatened, condemnation with respect still in effect. Neither the Company nor its Subsidiaries has collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. The Company or its Subsidiaries has a good and valid leasehold title to each Leased Real Property subject only to Permitted Liens. (e) Neither the Company nor its Subsidiaries has received any property leased pursuant to written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any Lien or law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property leasesProperty. (cf) The Except for Permitted Liens, the Company and its Subsidiaries have good and marketable valid title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Subsidiaries.

Real Property; Assets. (ai) Neither The Company or a Company Subsidiary has good and marketable title to each parcel of or interest in real property owned by the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real propertyor a Company Subsidiary (the “Company Owned Real Property”). (bii) Section 4.17(b) of The Company Owned Real Property and all real property interests leased or otherwise held by the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Company Leased Real Property LeasesProperty”)) constitute all of the real property occupied or used by the Company and the Company Subsidiaries in connection with the operation of their respective businesses as currently conducted. The Company or a Company Subsidiary has a valid leasehold interest in or valid rights to all material Company Leased Real Property. The Company has heretofore made available to Parent true, correct true and complete copies of all material leases of the Company Leased Real Property Leases (including the “Company Leases”). No option, extension or renewal has been exercised under any Company Lease, except options, extensions or renewals that if exercised, renewed, or extended would not have a material adverse impact on the Company’s ability to conduct its operations as a whole, whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to Parent with the corresponding Company Lease. Each of the Company and the Company Subsidiaries has complied in all material modificationsrespects with the terms of all Company Leases to which it is a party and under which it is in occupancy, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and all such Company Leases are in full force and effect, all rent and other sums and charges payable by . To the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge knowledge of the Company, the landlord thereunder exists lessors under any Real Property Leasethe Company Leases to which the Company or a Company Subsidiary is a party have complied in all material respects with the terms of their respective Company Leases. Each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all such Company Leases, except aswhere a failure to do so, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually . (iii) None of the Company Owned Real Property or in the aggregate, a Company Material Adverse Effect, and Leased Real Property is subject to the Enforceability Exceptionsany Liens (whether absolute, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liensaccrued, contingent or otherwise), except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (cA) The Company and its Subsidiaries Entities have good and marketable title to all properties, assets and rights relating to or used or held for use in connection with the business of the Company Entities and such properties, assets and rights comprise all of the assets reflected as owned on required for the most recent balance sheet conduct of the business of the Company contained Entities as now being conducted and (B) all such properties, assets and rights are in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are all respects adequate for the uses to purposes for which they such assets are being putcurrently used or held for use, are, and are serviceable and in all material respects, in reasonably good operating condition and repair (ordinary subject to normal wear and tear tear), except with respect to clauses (A) and ongoing maintenance excepted(B), where such failure would not reasonably be expected to have a Company Material Adverse Effect.

Real Property; Assets. (a) Neither the The Company nor does not own any of its Subsidiaries currently owns real property. The Company is not a party to any agreement or option to purchase any real property and, since January 1, 2014, have not owned any real propertyor material interest therein. (b) Section 4.17(bSchedule 4.18(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property Leases”)Property. The Company has heretofore made available to Parent Acquiror true, correct and complete copies of all Real Property Leases the leases, subleases, licenses and occupancy agreements (including all material modifications, amendments, supplements, waivers and guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto). Each ) for the Leased Real Property to which the Company is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Except as set forth in Schedule 4.18(c), each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such Real Estate Lease Document is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the Real Estate Lease Documents made available to Acquiror and other sums (iii) to the knowledge of the Company, covers the entire estate it purports to cover and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and charges payable delivery of this Agreement by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle Acquiror or Merger Sub to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No material default or breach by (i) the Company oror (ii) to the knowledge of the Company, if any other parties thereto, as applicable, presently exists under any of its Subsidiaries Real Estate Lease Documents. The Company has not received written or, to the Knowledge knowledge of the Company, the landlord thereunder exists oral notice of default or breach under any Real Estate Lease Document which has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a material default or breach under any Real Estate Lease Document by the Company or by the other parties thereto. The Company has not subleased or otherwise granted any Person the right to use or occupy any Leased Real Property Lease, except as, individually or portion thereof which is still in effect. The Company has not collaterally assigned or granted any other security interest in the aggregate, would not reasonably be expected to have Leased Real Property or any interest therein which is still in effect. The Company has a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in title to each parcel of real property leased by them free and clear of all Liens, except Leased Real Property subject only to Permitted Liens. Neither the . (e) The Company nor has not received any of its Subsidiaries has received written notice of any pending, and to the Knowledge that remains outstanding as of the Company, there is no threatened, condemnation with respect to date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any property leased pursuant to Lien or law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) 6.23 of the Company Parent Disclosure Letter Schedule sets forth as the address of the date hereof a true, correct and complete list each material parcel of all leases, subleases, licenses, occupancy leasehold or subleasehold estates and other agreements under which the Company material rights to use or occupy any land or improvements held by or for by Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Parent Leased Real Property LeasesProperty”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries ) as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge date hereof. As of the Company, the landlord thereunder exists under any Real Property Leasedate of this Agreement, except as, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect (i) all leases and such other documents relating to the Parent Leased Real Property (including all extensions, supplements, amendments and other modifications thereof, waivers thereunder, and nondisturbance Table of Contents agreements, if any, relating thereto) (the “Parent Leases”) are in full force and effect in accordance with their terms, (ii) neither Parent nor any of its Subsidiaries is in default of any of its obligations under the Parent Leases and (iii) to Parent’s knowledge, the landlords under the Parent Leases are not in default of the landlords’ obligations under the Parent Leases. (b) Parent and its Subsidiaries have valid leasehold interests in (other than those that have expired or been terminated by operation of their terms since the date hereof), as the case may be, the Parent Leased Real Property. Parent and its Subsidiaries own no real property. (c) Parent and its Subsidiaries have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the most recent Parent SEC Report or acquired since the date of the most recent Parent SEC Report, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens, except in each case as would not reasonably be expected to have a Parent Material Adverse Effect. . (d) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect, all personal property and subject to the Enforceability Exceptionsequipment owned, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased or otherwise used by them free and clear of all Liens, except Permitted Liens. Neither the Company nor Parent or any of its Subsidiaries has received written notice (i) are in a good state of any pendingmaintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), (ii) comply with the Knowledge of the Company, there is no threatened, condemnation applicable Parent Leases and with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, applicable Laws in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)iii) are suitable for the purposes for which they are presently used.

Real Property; Assets. (a) Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, the Company or a Subsidiary has good and marketable title to all material assets owned by the Company and the Subsidiaries (the “Owned Assets”), free and clear of all Liens, other than (i) Liens for current Taxes not yet past due and payable and liens for Taxes that are being contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP, (ii) mechanics’ and materialmen’s Liens for construction in progress for amounts not yet past due and payable, (iii) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or the Subsidiary consistent with past practice, for amounts not yet past due and payable, and (iv) easements, covenants, conditions, restrictions and similar matters of record not violated by the current use or occupancy of the Owned Assets or the operation of the business of the Company or the Subsidiaries (collectively, “Permitted Liens”). The buildings, structures, improvements, fixtures, machinery, equipment, personal properties, vehicles and other tangible assets owned by the Company and the Subsidiaries (other than assets that are not necessary for the operation of the business of the Company and the Subsidiaries) have been installed, maintained and operated in conformity with all applicable Laws, regulations and insurance policies (except as would not, individually or in the aggregate, have a Material Adverse Effect), are in good condition and repair (reasonable wear and tear excepted), are usable in the ordinary course of business, and to the Company’s Knowledge, there are no latent defects with respect thereto. The properties and assets owned, leased or used by the Company or any Subsidiary, both tangible and intangible, are sufficient and adequate to carry on their respective businesses in all material respects as presently conducted. (b) Neither the Company nor any of its Subsidiaries currently Subsidiary owns any real property and, since January 1, 2014, have not owned any real property. (bc) Section 4.17(b3.12(c) of the Company Disclosure Letter Schedule sets forth as of the date hereof a true, correct true and complete list of all leases, subleases, licenses, occupancy concessions and other agreements under (written or oral) (the “Leases”) pursuant to which the Company or any of its Subsidiaries uses Subsidiary holds any leasehold or occupies subleasehold estate or has the other right to use or occupyoccupy any land, now buildings, structures, improvements, fixtures or other interest in the future, any real property (the “Leased Real Property LeasesProperty”). The Company has heretofore furnished or made available to Parent true, correct and Merger Sub a true and complete copies copy of all Real Property Leases each written Lease (including all material modifications, amendments, supplementsextensions, waivers renewals, guaranties and side letters other agreements with respect thereto)) for Leased Real Property, and in the case of any oral Lease for Leased Real Property, a written summary of the material terms of such Lease. Each Except as set forth in Section 3.12(c) of the Company Disclosure Schedule or as would not have a Material Adverse Effect, the Company or a Subsidiary has a good and valid leasehold interest in each Leased Real Property. Except as set forth in Section 3.12(c) of the Company Disclosure Schedule, (i) to the Company’s Knowledge, the Company or a Subsidiary has the right to use and occupancy of the Leased Real Property for the full term of the lease or sublease relating thereto, (ii) each Lease is valida legal, valid and binding obligation, enforceable in accordance with its terms, of the Company or a Subsidiary and, to the Company’s Knowledge, the other parties thereto, and none of the Company, any Subsidiary or, to the Company’s Knowledge, any other party thereto, is in full force default (with or without notice or lapse of time, or both) with respect to any Lease for Leased Real Property, (iii) neither the Company nor any Subsidiary has assigned its interest under any Lease or sublet any part of the premises covered thereby, and effect(iv) the other party to any Lease is not an affiliate of, all rent and other sums and charges payable by otherwise does not have any economic interest in, the Company or any of its Subsidiaries as tenants thereunder Subsidiary. (d) There are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries no pending or, to the Knowledge of the Company’s Knowledge, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, threatened condemnation proceedings with respect to any property leased pursuant to any of the Owned Assets or Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the No Company nor any of its Subsidiaries currently Group Member owns any real property and, since January 1, 2014, have not owned in fee. No Company Group Member is a party to an agreement or option to purchase any real propertyproperty or material interest therein. (b) Section 4.17(bSchedule 4.19(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property Leases”)Property. The Company has heretofore made available to Parent Acquiror true, correct and complete copies of all Real Property Leases the leases, subleases, licenses and occupancy agreements (including all material modifications, amendments, supplements, waivers and guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto). Each ) for the Leased Real Property to which a Company Group Member is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Except as set forth in Schedule 4.19(c), each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company Group Member Party thereto and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such Real Estate Lease Document is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the Real Estate Lease Documents made available to Acquiror and other sums (iii) to the knowledge of the Company, covers the entire estate it purports to cover and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and charges payable delivery of this Agreement by the Company or any the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle Acquiror or its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on to the part exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No material default or breach by (i) the Company Group Member party thereto or, if (ii) to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any of its Subsidiaries Real Estate Lease Documents. The Company has not received written or, to the Knowledge knowledge of the Company, the landlord thereunder exists oral notice of default or breach under any Real Estate Lease Document which has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a material default or breach under any Real Estate Lease Document by the Company Group Member party thereto or by the other parties thereto. No Company Group Member has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property Lease, except as, individually or portion thereof which is still in effect. The Company has not collaterally assigned or granted any other security interest in the aggregate, would not reasonably be expected to have a Leased Real Property or any interest therein which is still in effect. The Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject Group Member party to the Enforceability Exceptions, the Company and each of its Subsidiaries have applicable Real Estate Lease Document has a good and valid leasehold interests in title to each parcel of real property leased by them free and clear of all Liens, except Leased Real Property subject only to Permitted Liens. Neither the . (e) The Company nor has not received any of its Subsidiaries has received written notice of any pending, and to the Knowledge that remains outstanding as of the Company, there is no threatened, condemnation with respect to date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any property leased pursuant to Lien or law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) 5.17 of the Company Disclosure Letter Schedule sets forth as a complete and accurate list of Leased Real Property. The Leased Real Property constitutes all of the date hereof a true, correct real property occupied or operated by the Company and complete list of all leases, subleases, licenses, occupancy and other agreements under its Subsidiaries in connection with their business. (c) Each lease related to the Leased Real Property to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyis a party is a legal, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and enforceable obligation of each of the parties thereto and is in full force and effect. The Company and its Subsidiaries have valid leasehold interests in, and enjoy undisturbed possession under, all rent Leased Real Property. Neither the Company nor any of its Subsidiaries is in material breach or material default under any such lease, and other sums and charges payable no condition exists which (with or without notice or lapse of time or both) would constitute a default by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on or, to the part knowledge of the Company, by the other parties thereto. (d) Neither the Company or, if applicable, nor any of its Subsidiaries have subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which is still in effect. Neither the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein, which is still in effect. Except for the Permitted Liens, there exist no Liens affecting all or any portion of the Leased Real Property created by, through or under the Company or any of its Subsidiaries. (e) There are no pending or, to the Knowledge knowledge of the Company, threatened Actions or other proceedings to take all or any portion of the landlord thereunder exists under any Leased Real Property Lease, except as, individually or any interests therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in the aggregate, would not reasonably be expected relation to have a Company Material Adverse Effect. such Action or proceeding. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptionsfor Permitted Liens, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and title to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the material tangible assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or and such Subsidiary. The assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate to be acquired by Silver Spike pursuant to this Agreement constitute all material tangible assets used or held for use by the Company and its Affiliates in, and necessary and sufficient for the uses to which they are being put, are, in all material respects, in good operating condition operation of the businesses of the Company and repair (ordinary wear and tear and ongoing maintenance excepted)its Subsidiaries as presently operated.

Real Property; Assets. (a) None of the Company or any of its Subsidiaries owns, or has ever owned, any real property. Neither the he Company nor any of its Subsidiaries currently owns is a party to any agreement or option to purchase any real property and, since January 1, 2014, have not owned any real propertyor material interest therein. (b) Section 4.17(b4.19(b) of the Company Disclosure Letter sets forth as of the date hereof Schedules contains a true, correct and complete list of all Leased Real Property, including the address of such property. The Company has made available to Acquiror true, correct and complete copies of the leases, subleases, licenseslicenses and occupancy agreements (including all modifications, occupancy amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements under relating thereto) for the Leased Real Property to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property is a party (the “Real Property LeasesEstate Lease Documents”). The Company has heretofore made available to Parent true, correct and complete copies of such deliverables comprise all Real Property Leases Estate Lease Documents relating to the Leased Real Property. (including all material modifications, amendments, supplements, waivers and side letters thereto). c) Each Real Property Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or its applicable Subsidiary party thereto and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such Real Estate Lease Document is in full force and effect, all rent (ii) has not been amended or modified except as reflected in the Real Estate Lease Documents made available to Acquiror and other sums (iii) to the knowledge of the Company, covers the entire estate it purports to cover and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and charges payable delivery of this Agreement by the Company or any the consummation of the transactions contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle Acquiror or its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on to the part exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No material default or breach by (i) the Company oror its applicable Subsidiary or (ii) to the knowledge of the Company, if any other parties thereto, as applicable, presently exists under any of Real Estate Lease Documents. Neither the Company or its Subsidiaries applicable Subsidiary has received written or, to the Knowledge knowledge of the Company, the landlord thereunder exists oral notice of default or breach under any Real Property LeaseEstate Lease Document which has not been cured. To the knowledge of the Company, except asno event has occurred that, individually and no condition exists which, with notice or in the aggregatelapse of time or both, would not reasonably be expected to have constitute a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually material default or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, breach under any Real Estate Lease Document by the Company and each of or its Subsidiaries have good and valid leasehold interests in each parcel of real property leased applicable Subsidiary party thereto, or by them free and clear of all Liens, except Permitted Liensthe other parties thereto. Neither the Company nor any of its Subsidiaries has received written notice of subleased or otherwise granted any pendingPerson the right to use or occupy any Leased Real Property or portion thereof which is still in effect. Neither the Company nor any its Subsidiaries has collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. The Company or its applicable Subsidiary has a good and valid leasehold title to each Leased Real Property subject only to Permitted Liens. No condemnation or similar proceeding is pending or, and to the Knowledge knowledge of the Company, there is no threatened, condemnation threatened with respect to any property leased pursuant Leased Real Property which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (e) Neither the Company nor any of its Subsidiaries has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of any Leased Real Property and the improvements thereon (i) are prohibited by any Lien or Law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (bSchedule 4.17(a) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct accurate and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable owned by the Company or any of its Subsidiaries as tenants thereunder of the date hereof (together with all buildings, structures, facilities, fixtures, systems and/or improvements located hereon or appurtenant thereto, the “Owned Real Property”). The Company has delivered or made available to Acquiror copies of the most current (as of the date hereof) owner’s policy of title insurance, title insurance commitment or real property surveys, in each case, in the Company’s possession related to the Owned Real Property. The Company or the applicable Subsidiary has good, valid and insurable fee simple title to the Owned Real Property, free and clear of all Liens, except for Permitted Liens. Except as disclosed on Schedule 4.17(a) or for Permitted Liens, (i) the Company or the applicable Subsidiary is in possession of each Owned Real Property and has not leased, subleased, licensed or otherwise granted anyone the right to use or occupy any such Owned Real Property or any portion thereof, (ii) there are current in no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein, (iii) to the knowledge of the Company, all material respects. No termination event or condition or uncured default buildings, structures, improvements, fixtures, systems and equipment located on the part Owned Real Property are in good operating condition and repair (normal wear and tear expected) for the current operation of the business, and (iv) to the knowledge of the Company, neither the Company or, if applicable, nor any of its Subsidiaries orhave received any notice of any pending or threatened zoning or eminent domain proceedings affecting any of the Owned Real Property with or without payment of compensation therefor. (b) Schedule 4.17(b) sets forth a true, correct and complete list of each lease, sublease or license providing for annual rental payments in excess of $550,000 in the 2023 fiscal year (each, a “Material Real Property Lease”) related to real property and interests in real property leased, subleased, licensed or otherwise used or occupied by the Knowledge Company or any of its Subsidiaries (the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”) as of the date of this Agreement. The Company has delivered or made available to Acquiror copies of each Material Real Property Lease and all material amendments, modifications, extensions, renewals and guaranties thereof. The Company or any of its Subsidiaries has good, valid and enforceable leasehold interests in the Leased Real Property. To the knowledge of the Company, there are no contractual or legal restrictions that prevent the landlord thereunder exists under Company or any of its Subsidiaries from using any Real Property Lease, except as, individually or for its current use in the aggregate, would not reasonably be expected to have a Company Material Adverse Effectany material respect. Except for the Permitted Liens, there exist no Liens affecting the Leased Real Property created by, through or under the Company or any of its Subsidiaries. (c) Except for Permitted Liens or as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject material to the Enforceability ExceptionsCompany and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries have has good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and title to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the tangible assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of and such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted)Subsidiary.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real propertyproperty or material interest therein. (b) Section 4.17(bSchedule 4.21(b) of the Company Disclosure Letter sets forth as of the date hereof contains a true, correct and complete list of all leasesreal property leased, subleasessubleased, licenses, occupancy and other agreements under which licensed or otherwise occupied by the Company or any of its Subsidiaries uses or occupies or has as of the right to use or occupydate hereof, now or in the future, any real property excluding Earth Stations (the “Leased Real Property LeasesProperty”). The Company has heretofore made available to Parent Acquiror true, correct and complete copies of all Real Property Leases the leases, subleases, licenses and occupancy agreements (including all material modifications, amendments, supplements, waivers guaranties, extensions, renewals and side letters thereto). Each letters) for the Leased Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by to which the Company or any of its Subsidiaries as tenants thereunder are current in is a party (the “Real Estate Lease Documents”), and such deliverables comprise all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, Real Estate Lease Documents relating to the Knowledge Leased Real Property. (c) To the knowledge of the Company, each Real Estate Lease Document covers the landlord thereunder exists under entire estate it purports to cover. (d) Except as set forth on Schedule 4.21(d), neither the Company nor its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property Lease, except as, individually or which is still in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Lienseffect. Neither the Company nor its Subsidiaries has collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. The Company or its Subsidiaries has a good, valid and subsisting leasehold interest to each Leased Real Property, subject only to Permitted Liens. (e) To the knowledge of the Company, neither the Company nor its Subsidiaries has received any written notice of any pending, and to the Knowledge that remains outstanding as of the Company, there is no threatened, condemnation with respect to date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon by the Company or its Subsidiaries (i) are prohibited by any property leased pursuant to Lien or law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property leasesProperty. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).