(o) Merger Partner has not taken or agreed to take any action, has not omitted to take any
action, and has no knowledge of any fact or circumstance, the taking, omission, or existence of which, as the case may be, could reasonably be expected to prevent the Merger from constituting a transaction qualifying as a reorganization under
Section 368(a) of the Code.
(p) Merger Partner is not an investment company as defined in Section 368(a)(2)(F)(iii) and
(iv) of the Code.
(q) Merger Partner (i) did not defer any amount of the employers share of any applicable
employment taxes under Section 2302 of the Coronavirus Aid, Relief and Economic Security Act (the CARES Act) (or any similar provision of state, local or non-U.S. Law), (ii) did
not request any available Tax credits under Sections 7001 through 7005 of the Families First Coronavirus Response Act (the Families First Act) and Section 2301 of the CARES Act, (iii) did not seek (nor has any affiliate
that would be aggregated with Merger Partner and treated as one employer for purposes of Section 2301 of the CARES Act sought) a covered loan under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)), as added
by Section 1102 of the CARES Act, and (iv) did not defer any payroll Tax obligations (including those imposed by Code Sections 3101(a) and 3201) pursuant to or in connection with the Memorandum on Deferring Payroll Tax Obligations in Light
of the Ongoing COVID-19 Disaster, dated August 8, 2020, or any other provision of the CARES Act.
(r) For purposes of this Agreement, (i) Taxes shall mean any and all taxes, charges, fees, duties, contributions, levies or
other similar assessments or liabilities in the nature of a tax, including, without limitation, income, gross receipts, corporation, ad valorem, premium, value-added, net worth, capital stock, capital gains, documentary, recapture, alternative or add-on minimum, disability, estimated, registration, recording, excise, real property, personal property, sales, use, license, lease, service, service use, transfer, withholding, employment, unemployment, insurance,
social security, national insurance, business license, business organization, environmental, workers compensation, payroll, profits, severance, stamp, occupation, windfall profits, customs duties, franchise and other taxes of any kind whatsoever
imposed by the United States of America or any state, local or foreign government, or any agency or political subdivision thereof, and any interest, fines, penalties, assessments or additions to tax imposed with respect to such items, and (ii)
Tax Returns shall mean any and all reports, returns (including information returns), declarations, or statements relating to Taxes, including any schedule or attachment thereto and any amendment thereof, filed with or submitted
to, or required to be filed with or submitted to, a Governmental Entity in connection with the determination, assessment, collection or payment of Taxes or in connection with the administration, implementation or enforcement of or compliance with
any legal requirement relating to any Tax.
3.9 Owned and Leased Real Properties.
(a) Merger Partner does not own nor has ever owned any real property.
(b) Section 3.9(b) of the Merger Partner Disclosure Schedule sets forth a complete and accurate list of all real
property leased, subleased or licensed by Merger Partner as of the date of this Agreement (collectively, the Merger Partner Leases) and the location of the premises of such real property. Neither Merger Partner nor, to the
knowledge of Merger Partner, any other party is in breach or default and no event has occurred, is pending or, to the knowledge of Merger Partner, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute
any such breach or default under any of Merger Partner Leases, except where the existence of such breaches or defaults, individually or in the aggregate, has not had, and is not reasonably likely to result in, the loss of a material right or in a
material liability of Merger Partner. Merger Partner does not lease, sublease or license any real property to any person. Merger Partner has made available to Public Company complete and accurate copies of all Merger Partner Leases.
3.10 Intellectual Property.
(a) Section 3.10(a) of the Merger Partner Disclosure Schedule lists all Merger Partner Registrations that have not
been abandoned, expired or cancelled, in each case enumerating specifically the applicable filing or
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