Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary the Acquired Companies is a corporation duly incorporatedorganized, validly existing and in good standing (to in jurisdictions that recognize the extent applicable in such jurisdictionconcept of good standing) under the Laws laws of the jurisdiction of its incorporation or organization and has all necessary corporate, limited liability company or other organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is boundbound except with respect to Acquired Companies other than the Company where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary the Acquired Companies is qualified, registered or licensed and qualified to do businessbusiness as a foreign entity, and is in good standing (to in jurisdictions that recognize the extent applicable in such jurisdictionconcept of good standing), under the Laws laws of all jurisdictions where the nature of its business or the ownership or use of its assets requires such licensing qualification, registration or qualification other than in jurisdictions licensure, except where the that failure to be so qualified individually qualified, registered or in the aggregate licensed would not reasonably be reasonably expected to have or result in a Check-Cap Material Adverse Effect. (cb) Part 2.1(b)-1 of the Disclosure Schedule contains an accurate and complete list, as of the date of this Agreement, of the name and jurisdiction of organization of each Subsidiary of the Company. Except as set forth on Section 5.1(c) in Part 2.1(b)-2 of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and (i) neither Check-Cap the Company nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule other Acquired Companies owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity Entity, other than the Entities set forth on Section 5.1(canother Acquired Company and other than marketable securities held for investment purposes that represent less than two percent (2%) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is outstanding capital stock of such Entity, (ii) none of the Acquired Companies has at any time since January 1, 2018 been a general partner of any general or has otherwise been, directly or indirectly, a party to, member limited partnership and (iii) none of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary the Acquired Companies has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary WWE is a corporation duly incorporatedorganized, validly existing existing, and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware (“Delaware Law”) and has all necessary power and authority: authority to (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. Check-Cap’s Subsidiary WWE is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is qualified or licensed and qualified to do businessbusiness as a foreign Entity, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified qualified, licensed, or in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected to have a Check-Cap WWE Material Adverse Effect. (cb) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns WWE does not own any capital stock of, any other equity-linked or similar interest in, any equity ownership or profit sharing interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleWWE Subsidiaries. Neither Check-Cap nor its Subsidiary WWE has not agreed and is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on . (c) Section 5.1(c3.1(c) of the Check-Cap WWE Disclosure ScheduleLetter identifies each Subsidiary of WWE (each, neither Check-Cap nor a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary haveis a corporation or other business entity duly incorporated or organized (as applicable), at validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any timefailure thereof would not, been individually or in the aggregate, reasonably be expected to have a general partner WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary have otherwise been liable for duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the debts certificate of incorporation and bylaws of WWE, New PubCo and Xxxxxx Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or other obligations ofMerger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, any general partnershipexcept for violations that would not, limited partnership individually or other Entityin the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Iris is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap, except where the failure to have such power or authority would not have an Iris Material Adverse Effect. (b) Each of Check-Cap and its Subsidiary Iris is duly licensed and qualified to do business, business and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Iris Material Adverse Effect. (c) Except as set forth on Each of Iris’s Subsidiaries is identified in Section 5.1(c3.2(c) of the Check-Cap Iris Disclosure Schedule, Check-Cap has no Subsidiaries, ; and neither Check-Cap Iris nor any of the Entities described entities identified in Section 5.1(c3.2(c) of the Check-Cap Iris Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity entity other than the Entities set forth on entities identified in Section 5.1(c3.2(c) of the Check-Cap Iris Disclosure Schedule. Each of Iris’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not have an Iris Material Adverse Effect. (d) Neither Check-Cap Iris nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap Iris nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, make or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entityentity. Except as set forth on Section 5.1(c) Neither Iris nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entityentity.

Due Organization; Subsidiaries. (a) Each of Check-Cap EDR OpCo and its Subsidiary HoldCo are each limited liability companies duly organized, validly existing, and in good standing under Delaware Law. EDR is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware. EDR, EDR OpCo and HoldCo each has all necessary power and authority: authority to (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used, and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap, except as would not, individually or in the aggregate, reasonably be expected to have a HoldCo Material Adverse Effect. (b) Each of Check-Cap EDR, EDR OpCo and its Subsidiary HoldCo is qualified or licensed and qualified to do businessbusiness as a foreign Entity, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified qualified, licensed, or in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected to have a Check-Cap HoldCo Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns HoldCo does not own any capital stock of, any other equity-linked or similar interest in, any equity ownership or profit sharing interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleHoldCo Subsidiaries. Neither Check-Cap nor its Subsidiary HoldCo has not agreed and is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on . (d) Section 5.1(c4.1(d) of the Check-Cap EDR Disclosure ScheduleLetter identifies each Subsidiary of HoldCo (each, neither Check-Cap nor a “HoldCo Subsidiary,” and collectively, the “HoldCo Subsidiaries”) and indicates its jurisdiction of organization. Each HoldCo Subsidiary haveis a corporation or other business entity duly incorporated or organized (as applicable), at validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any timefailure thereof would not, been individually or in the aggregate, reasonably be expected to have a general partner HoldCo Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each HoldCo Subsidiary have otherwise been liable for duly authorized, validly issued, fully paid nonassessable, and are owned by HoldCo, by another HoldCo Subsidiary, or by HoldCo and another HoldCo Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary. (e) EDR has made available to WWE or WWE’s Representatives accurate and complete copies of the debts certificate of incorporation, certificate of formation, bylaws, operating agreement and other charter and organizational documents of EDR OpCo and HoldCo, including all amendments thereto, as in effect on the date of this Agreement. None of EDR, EDR OpCo, or other obligations ofHoldCo is in violation of any provision of its respective certificate of incorporation or bylaws, any general partnershipexcept for violations that would not, limited partnership individually or other Entityin the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of EDR, EDR OpCo or HoldCo to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Parent is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware and has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the manner aggregate, a Parent Material Adverse Effect. Parent is qualified to do business and is in which good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business is currently being conductedrequires such qualification, (ii) except where the failure to own be so qualified or lease and use its property and assets in good standing would not reasonably be expected to have, individually or in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capaggregate, a Parent Material Adverse Effect. (b) Each of Check-Cap the Parent Subsidiaries is a legal Entity duly organized, validly existing and in good standing under the Laws of its Subsidiary respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Parent Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Parent Subsidiaries is licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap Parent Material Adverse Effect. (c) Except Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation and bylaws of Parent (collectively, the “Parent Organizational Documents”), the certificate of incorporation and bylaws of Merger Sub Inc. and the certificate of formation and limited liability company agreement of Merger Sub LLC. Parent is not in material violation of the Parent Organizational Documents. (d) All OpCo LLC Units have been validly issued and are fully paid, to the extent required under the applicable organizational documents of OpCo LLC. All of the Opco LLC Units held by Parent are held free and clear of all Encumbrances, other than transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws or as set forth on Section 5.1(c) of in the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other EntityOpco LLC Agreement.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware and has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the manner aggregate, a Company Material Adverse Effect. The Company is qualified to do business and is in which good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business is currently being conductedrequires such qualification, (ii) except where the failure to own be so qualified or lease and use its property and assets in good standing would not reasonably be expected to have, individually or in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capaggregate, a Company Material Adverse Effect. (b) Each of Check-Cap the Company Subsidiaries is a legal Entity duly organized, validly existing and in good standing under the Laws of its Subsidiary respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company Subsidiaries is licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap Company Material Adverse Effect. (c) Except as set forth on Section 5.1(cThe Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of the CheckCompany (the “Company Organizational Documents”) and each of the Company Subsidiaries that is a “significant subsidiary” as defined in Rule 1-Cap 02(w) of Regulation S-X promulgated by the SEC (collectively with the Company Organizational Documents, the “Company Entities Organizational Documents”). Neither the Company nor any such Company Subsidiaries is in violation of the applicable Company Entities Organizational Documents, except for any violation that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Section 2.1(d) of the Company Disclosure Schedule, Check-Cap has no Subsidiaries, Letter (i) sets forth the Company’s and neither Check-Cap nor any of the Entities described Company Subsidiaries’ capital stock, equity interests or other direct or indirect ownership interests in Section 5.1(cany other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of the Company, (ii) lists each of the Company Subsidiaries and their respective jurisdictions of organization and (iii) designates which of the Company Subsidiaries are “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Check-Cap Disclosure Schedule owns any SEC. All such capital stock ofstock, equity interests or any equity other direct or indirect ownership or profit sharing interest of any nature ininterests (x) have, or controls directly or indirectly, any other Entity other than to the Entities set forth on Section 5.1(c) Knowledge of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeCompany, been validly issued and are fully paid (in the case of an interest in a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entitya limited liability company, to the extent required under the applicable organizational documents of such entity) and nonassessable (if such entity is a corporate entity) and (y) are owned by the Company, by one or more Company Subsidiaries or by the Company and one or more of the Company Subsidiaries, in each case free and clear of all Encumbrances.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Lambda is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State of Delaware. Lambda has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Lambda Material Adverse Effect. Lambda is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its incorporation assets or organization and has all necessary power and authority: (i) to properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the manner in which its business is currently being conductedaggregate, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capa Lambda Material Adverse Effect. (b) Each of Check-Cap Lambda’s Subsidiaries (the “Lambda Subsidiaries”) is a legal Entity duly organized, validly existing and in good standing under the Laws of its Subsidiary respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Lambda Material Adverse Effect. Each of the Lambda Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Lambda Material Adverse Effect. Each of the Lambda Subsidiaries is licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap Lambda Material Adverse Effect. (c) Except Lambda has delivered or made available to Pi accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of Lambda and each Lambda Subsidiary that constitutes a “significant subsidiary” of Lambda as set forth on defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date hereof (collectively, the “Lambda Organizational Documents”). (d) Section 5.1(c2.1(d) of the Check-Cap Lambda Disclosure Schedule, Check-Cap has no Subsidiaries, Letter sets forth Lambda’s and neither Check-Cap nor any of the Entities described Lambda Subsidiaries’ capital stock, equity interests or other direct or indirect ownership interests in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity Person, other than the Entities set forth on Section 5.1(ccapital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of Lambda. All such capital stock, equity interests or other direct or indirect ownership interests (i) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeto the Knowledge of Lambda, been validly issued and are fully paid (in the case of an interest in a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entitya limited liability company, to the extent required under the applicable Lambda Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by Lambda, by one or more Subsidiaries of Lambda or by Lambda and one or more of the Lambda Subsidiaries, in each case free and clear of all Encumbrances.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Company Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither Check-Cap the Company nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule Company’s Subsidiaries owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls controls, directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c2.1(c) of the Check-Cap Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, as applicable, and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither Check-Cap the Company nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap the Company nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither the Company nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for for, any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware and has all necessary corporate power and authority: (i) authority to conduct its business in the manner in which its business is currently being conducted, (ii) conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of Parent and (iii) Merger Sub to perform consummate the Contemplated Transactions. Since the date of its obligations under all Contracts incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capthis Agreement. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c) Each of Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the Check-Cap Disclosure Schedule, Check-Cap jurisdiction of its organization and has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts all necessary corporate or other obligations ofpower and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, any general partnership, limited partnership except where the failure to have such power or other Entityauthority would not be reasonably expected to have a Parent Material Adverse Effect.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary SDI is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary SDI is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap SDI Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap SDI has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the SDI Disclosure Letter; and neither Check-Cap SDI nor any of the Entities described identified in Section 5.1(c2.1(c) of the Check-Cap SDI Disclosure Schedule Letter owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c2.1(c) of the Check-Cap SDI Disclosure ScheduleLetter. Neither Check-Cap nor its Each Subsidiary of SDI is a corporation or has otherwise beenother legal Entity duly organized, directly or indirectlyvalidly existing and, a party toif applicable, member of or participant in any partnership, joint venture or similar good standing and licensed and qualified to do business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) the Laws of the Check-Cap Disclosure Schedulejurisdiction of its organization and all jurisdictions where the nature of its business requires such licensing or qualification and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, neither Check-Cap nor its Subsidiary have, at any time, been except where the failure to have such power or authority would not reasonably be expected to have a general partner of, or have otherwise been liable for any SDI Material Adverse Effect. (d) SDI has consummated a transaction whereby it has sold all of the debts equity interests in Standard Outdoor and as a result of such transaction all assets and liabilities relating to Standard Outdoor were conveyed to and assumed by the buyer of Standard Outdoor, and SDI has no ongoing Liability relating to (i) Standard Outdoor or other obligations of, any general partnership, limited partnership or other Entity(ii) the transaction in which Standard Outdoor was sold.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company (i) is a corporation that is duly incorporatedorganized, validly existing and in good standing under the Law of its jurisdiction of incorporation, (ii) has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except, with respect to clause (iii), where the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary (i) is a corporation or other entity that is duly organized, validly existing and in good standing (with respect to the extent applicable in jurisdictions that recognize such jurisdictionconcept) under the Laws Law of the its jurisdiction of its incorporation or organization and organization, as applicable, (ii) has all necessary corporate (or, in the case of any Subsidiary that is not a corporation, other) power and authority: (i) authority to own, lease and operate its properties and assets and to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used as presently conducted and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is duly qualified or licensed and qualified to do business, business as a foreign corporation or company and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the extent applicable in such jurisdiction)character of the properties owned, under the Laws of all jurisdictions where leased or operated by it or the nature of its business requires makes such qualification or licensing or qualification other than in jurisdictions necessary, except, with respect to clause (iii), where the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap Company Material Adverse Effect. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances (other than transfer restrictions arising under applicable Law). (c) Except as set forth on Section 5.1(c) None of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule Acquired Companies owns any capital stock of, or any equity ownership interest of, or profit sharing any equity interest of any nature in, or controls directly or indirectly, any other Entity Entity, other than in the Entities set forth on Section 5.1(c) Acquired Companies or short-term investments. None of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Acquired Companies has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Parent is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State of Delaware and Parent has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Parent is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its incorporation assets or organization and has all necessary power and authority: (i) to properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the manner in which its business is currently being conductedaggregate, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capa Parent Material Adverse Effect. (b) Each of Check-Cap the Parent Subsidiaries is a legal Entity duly organized, validly existing and in good standing under the Laws of its Subsidiary jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Parent Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Parent Subsidiaries is licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(cParent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of Parent (collectively, the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any “Parent Organizational Documents”). Parent is not in material breach of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other EntityParent Organizational Documents.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary the Acquired Corporations (as defined below) is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws Legal Requirements of the jurisdiction of its incorporation or organization and has all necessary power and authority: incorporation. (ia) to conduct its business in the manner in which its business is currently being conducted, ; (iib) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iiic) to perform its obligations under all Contracts by which it is boundCompany Material Contracts. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary the Acquired Corporations is licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable in such jurisdiction)standing, under the Laws of Legal Requirements in all jurisdictions where the nature transaction therein by it of its business or the ownership by it of property therein requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Material Adverse Effect. Effect on the Acquired Corporations (c) Except taken as set forth on Section 5.1(c) a whole). The Company has delivered to Parent accurate and complete copies of the Check-Cap Disclosure Schedulecertificate or articles of incorporation, Check-Cap bylaws and other charter or organizational documents of each of the Acquired Corporations, including all amendments thereto (collectively, the "Company Organization Documents"). The Company has no Subsidiaries, and neither Check-Cap nor any except for the corporations identified in Schedule 2.1 of the Entities described Company Disclosure Schedule. (The Company and each of its Subsidiaries identified in Section 5.1(c) Schedule 2.1 of the Check-Cap Company Disclosure Schedule owns are collectively referred to herein as the "Acquired Corporations"). None of the Acquired Corporations has any capital stock ofequity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity ownership or profit sharing similar interest of any nature in, or controls directly or indirectlyany Entity, any other Entity other than (i) the Entities set forth on Section 5.1(c) Company's interest in its Subsidiaries identified in Schedule 2.1 of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Company Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at or (ii) any time, been a general partner of, or have otherwise been liable interest in any publicly traded company held solely for any investment and comprising less than five percent of the debts or other obligations of, any general partnership, limited partnership or other Entityoutstanding capital stock of such company.

Due Organization; Subsidiaries. (a) Each of Check-Cap PubCo and its Subsidiary the Merger Subs is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap PubCo and its Subsidiary the Merger Subs is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Keystone Material Adverse Effect. (c) Except as set forth on Section 5.1(c) for PubCo’s ownership of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any capital stock of the Entities described in Section 5.1(c) of Merger Subs, PubCo and the Check-Cap Disclosure Schedule owns Merger Subs have no Subsidiaries and do not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) Entity. Neither PubCo nor any of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary Merger Subs is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap PubCo nor its Subsidiary any of the Merger Subs has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither PubCo nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveMerger Subs has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Homology and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-CapSince the date of its formation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Homology’s Subsidiary is Subsidiaries are wholly owned by Check-CapHomology. (b) Each of Check-Cap Homology and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Homology Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Homology Disclosure Schedule, Check-Cap Homology has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Homology does not directly or indirectly own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Homology is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Homology has not agreed or and is not obligated to make, or nor is Homology bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveHomology has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary East is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State of Delaware. East has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect. East is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its incorporation assets or organization and has all necessary power and authority: (i) to properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the manner in which its business is currently being conductedaggregate, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capan East Material Adverse Effect. (b) Each of Check-Cap the East Subsidiaries is a legal Entity duly organized, validly existing and in good standing under the Laws of its Subsidiary respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect. Each of the East Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect. Each of the East Subsidiaries is licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have a Check-Cap aggregate, an East Material Adverse Effect. (c) Except East has delivered or made available to Central accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of East and each East Subsidiary that constitutes a “significant subsidiary” of East as set forth on defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date hereof (collectively, the “East Organizational Documents”). (d) Section 5.1(c2.1(d) of the Check-Cap East Disclosure Schedule, Check-Cap has no Subsidiaries, Letter sets forth East’s and neither Check-Cap nor any of the Entities described East Subsidiaries’ capital stock, equity interests or other direct or indirect ownership interests in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity Person other than the Entities set forth on Section 5.1(ccapital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of East. All such capital stock, equity interests or other direct or indirect ownership interests (i) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeto the Knowledge of East, been validly issued and are fully paid (in the case of an interest in a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entitya limited liability company, to the extent required under the applicable East Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by East, by one or more Subsidiaries of East or by East and one or more of the East Subsidiaries, in each case free and clear of all Encumbrances.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned and used; and (iii) to perform its obligations under this Agreement. (b) The Company is not and has not been required to be qualified, authorized, registered or leased licensed to transact business as a foreign corporation in any jurisdiction other than the jurisdictions identified in Schedule 2.1(b), except where the failure to be so qualified, authorized, registered or licensed has not had and used will not have a Material Adverse Effect on the Company. The Company is in good standing as a foreign corporation in each of the jurisdictions identified in Schedule 2.1(b). (c) Schedule 2.1(c) sets forth (i) the names of the members of the Company’s board of directors, and (ii) the names and titles of the Company’s officers. The Company’s board of directors has no committees. (d) The Company’s direct and indirect subsidiaries are SkyMall Interests, LLC, a Delaware limited liability company (“Interests”), SkyMall, LLC, a Delaware limited liability company (“SkyMall”), and SkyMall Ventures, LLC, a Nevada limited liability company (“Ventures” and, collectively with Interests and SkyMall, the “Subsidiaries”). (e) The Company owns all outstanding membership interests of Interests, and no other Person has any rights therein. Interests is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts by to which it is bounda party. Check-Cap’s Subsidiary is wholly owned by Check-CapPursuant to the provisions of the DGCL, including Section 266 thereof, Interests was converted (the “Interests Conversion”) from a corporation to a limited liability company effective as of May 9, 2013 and, except as set forth in Schedule 2.1(e), all Legal Requirements and Consents required thereby and incident thereto have been fully satisfied and obtained. (bi) Each of Check-Cap Interests is not and its Subsidiary is has not been required to be qualified, authorized, registered or licensed and qualified to do business, and is transact business as a foreign limited liability company in good standing (to any jurisdiction other than the extent applicable jurisdictions identified in such jurisdictionSchedule 2.1(e)(i), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions except where the failure to be so qualified individually qualified, authorized, registered or in the aggregate would licensed has not be reasonably expected to had and will not have a Check-Cap Material Adverse EffectEffect on the Company. Interests is in good standing as a foreign limited liability company in each of the jurisdictions identified in Schedule 2.1(e)(i). (cii) Schedule 2.1(e)(ii) sets forth (A) the managing member of Interests, and (B) the names and titles of Interests’ officers. (f) Interests owns all outstanding membership interests of SkyMall, and no other Person has any rights therein. SkyMall is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a party. Pursuant to the provisions of the DGCL, including Section 266 thereof, SkyMall was converted (the “SkyMall Conversion”) from a corporation to a limited liability company effective as of May 9, 2013 and, except as set forth in Schedule 2.1(f), all Legal Requirements and Consents required thereby and incident thereto have been fully satisfied and obtained. (i) SkyMall is not and has not been required to be qualified, authorized, registered or licensed to transact business as a foreign limited liability company in any jurisdiction other than the jurisdictions identified in Schedule 2.1(f)(i), except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Except as set forth on Section 5.1(c) in Schedule 2.1(f)(i), SkyMall is in good standing as a foreign limited liability company in each of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiariesjurisdictions identified in Schedule 2.1(f)(i). (ii) Schedule 2.1(f)(ii) sets forth (A) the managing member of SkyMall, and neither Check-Cap nor (B) the names and titles of SkyMall’s officers. (g) SkyMall owns all outstanding membership interests of Ventures, and no other Person has any rights therein. Ventures is a limited liability company duly organized, validly existing and in good standing under the laws of the Entities described State of Nevada, and has all necessary power and authority: (i) to conduct its business in Section 5.1(cthe manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a party. Pursuant to the provisions of the Check-Cap Disclosure Nevada Revised Statutes, including Section 92A.105 thereof, Ventures was converted ( the “Ventures Conversion” and with the Interests Conversion and the SkyMall Conversion, the “Conversions”) from a corporation to a limited liability company effective as of May 9, 2013 and, except as set forth in Schedule owns 2.1(g), all Legal Requirements and Consents required thereby and incident thereto have been fully satisfied and obtained. (i) Ventures is not and has not been required to be qualified, authorized, registered or licensed to transact business as a foreign limited liability company in any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity jurisdiction other than the Entities jurisdictions identified in Schedule 2.1(g)(i), except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Except as set forth on Section 5.1(c) in Schedule 2.1(g)(i),Ventures is in good standing as a foreign limited liability company in each of the Check-Cap Disclosure Schedulejurisdictions identified in Schedule 2.1(g)(i). (ii) Schedule 2.1(g)(ii) sets forth (A) the managing member of Ventures, and (B) the names and titles of Ventures’ officers. (h) Except for the equity interests of Interests, SkyMall and Ventures described in this Section 2.1, neither the Company nor any Subsidiary owns any equity interest in any Entity. Neither Check-Cap the Company nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, make any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Scheduleprovided in Schedule 2.1(h), neither Check-Cap the Company nor its any Subsidiary have, at any time, been a general partner of, has guaranteed and is responsible or have otherwise been liable for any obligation of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Pi is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the Commonwealth of Virginia. Pi has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Pi Material Adverse Effect. Pi is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its incorporation assets or organization and has all necessary power and authority: (i) to properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the manner in which its business is currently being conductedaggregate, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capa Pi Material Adverse Effect. (b) Each of Check-Cap the Pi Subsidiaries is a legal Entity duly organized, validly existing and in good standing under the Laws of its Subsidiary respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Pi Material Adverse Effect. Each of the Pi Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Pi Material Adverse Effect. Each of the Pi Subsidiaries is licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap Pi Material Adverse Effect. (c) Except Pi has delivered or made available to Lambda accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of Pi and each Pi Subsidiary that constitutes a “significant subsidiary” of Pi as set forth on defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date hereof (collectively, the “Pi Organizational Documents”) and prior to the Closing Date, the certificate of incorporation and bylaws of Merger Sub Inc. and the certificate of formation and limited liability company agreement of Merger Sub LLC. (d) Section 5.1(c3.1(d) of the Check-Cap Pi Disclosure Schedule, Check-Cap has no Subsidiaries, Letter sets forth Pi’s and neither Check-Cap nor any of the Entities described Pi Subsidiaries’ capital stock, equity interests or other direct or indirect ownership interests in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity Person, other than the Entities set forth on Section 5.1(ccapital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of Pi. All such capital stock, equity interests or other direct or indirect ownership interests (i) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeto the Knowledge of Pi, been validly issued and are fully paid (in the case of an interest in a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entitya limited liability company, to the extent required under the applicable Pi Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by Pi, by one or more Subsidiaries of Pi or by Pi and one or more of the Pi Subsidiaries, in each case free and clear of all Encumbrances.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent, First Merger Sub and its Subsidiary Second Merger Sub is a corporation duly incorporatedincorporated or formed, as applicable, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization formation, as applicable, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Subs have not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap Parent and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except Parent has no Subsidiaries other than Merger Subs and except as set forth on Section 5.1(c4.1(c) of the Check-Cap Parent Disclosure ScheduleLetter, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities Merger Subs. Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Parent Disclosure Schedule. Neither Check-Cap nor its Subsidiary Letter, Parent is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Parent has not agreed or and is not obligated to make, or nor is Parent bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveParent has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Central is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State of Delaware. Central has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Central Material Adverse Effect. Central is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its incorporation assets or organization and has all necessary power and authority: (i) to properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the manner in which its business is currently being conductedaggregate, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capa Central Material Adverse Effect. (b) Each of Check-Cap the Central Subsidiaries is a legal Entity duly organized, validly existing and in good standing under the Laws of its Subsidiary respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Central Material Adverse Effect. Each of the Central Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Central Material Adverse Effect. Each of the Central Subsidiaries is licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap Central Material Adverse Effect. (c) Except Central has delivered or made available to East accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of Central and each Central Subsidiary that constitutes a “significant subsidiary” of Central as set forth on defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date hereof (collectively, the “Central Organizational Documents”) and the certificate of incorporation and bylaws of Merger Sub. (d) Section 5.1(c3.1(d) of the Check-Cap Central Disclosure Schedule, Check-Cap has no Subsidiaries, Letter sets forth Central’s and neither Check-Cap nor any of the Entities described Central Subsidiaries’ capital stock, equity interests or other direct or indirect ownership interests in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity Person other than the Entities set forth on Section 5.1(ccapital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of Central. All such capital stock, equity interests or other direct or indirect ownership interests (i) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeto the Knowledge of Central, been validly issued and are fully paid (in the case of an interest in a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entitya limited liability company, to the extent required under the applicable Central Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by Central, by one or more Subsidiaries of Central or by Central and one or more of the Central Subsidiaries, in each case free and clear of all Encumbrances.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent, First Merger Sub and its Subsidiary Second Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization incorporation, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since their respective date of incorporation, no Merger Sub has engaged in any activities other than activities incident to its formation or in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Parent has no Subsidiaries, except for the Entities identified in Section 3.1(c) of the Parent Disclosure Schedule; and neither Check-Cap Parent nor any of the Entities described identified in Section 5.1(c3.1(c) of the Check-Cap Company Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c3.1(c) of the Check-Cap Company Disclosure Schedule. Each of Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (d) Neither Check-Cap the Parent nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture venture, or similar business entityEntity. Neither Check-Cap the Parent nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither the Parent nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for for, any of the debts or other obligations of, any general partnership, limited partnership partnership, or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization Nevada and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not reasonably be reasonably expected to have a Check-Cap Company Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither Check-Cap the Company nor any of the Entities described identified in Section 5.1(c2.1(c) of the Check-Cap Company Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c2.1(c) of the Check-Cap Company Disclosure Schedule. Neither Check-Cap Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. (d) Except as set forth in Section 2.1(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap the Company nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither the Company nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap, except where the failure to have such power or authority would not have a Parent Material Adverse Effect. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, business and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Each of Parent’s Subsidiaries is identified in Section 5.1(c4.2(c) of the Check-Cap Parent Disclosure Schedule, Check-Cap has no Subsidiaries, ; and neither Check-Cap Parent nor any of the Entities described entities identified in Section 5.1(c4.2(c) of the Check-Cap Parent Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity entity other than the Entities set forth on entities identified in Section 5.1(c4.2(c) of the Check-Cap Parent Disclosure Schedule. . (d) Each of Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not have a Parent Material Adverse Effect. (e) Neither Check-Cap Parent nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap Parent nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, make or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entityentity. Except as set forth on Section 5.1(c) Neither Parent nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entityentity. (f) All of the outstanding shares of capital stock or equivalent equity interests of each Subsidiary of Parent are owned of record and beneficially, directly or indirectly, by Parent free and clear of all material liens, pledges, security interests or other encumbrances.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap, except where the failure to have such power or authority would not have a Company Material Adverse Effect. (b) Each of Check-Cap and its Subsidiary The Company is duly licensed and qualified to do business, business and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Company Material Adverse Effect. (c) Except as set forth on Each of the Company’s Subsidiaries is identified in Section 5.1(c3.2(c) of the Check-Cap Company Disclosure Schedule, Check-Cap has no Subsidiaries, ; and neither Check-Cap the Company nor any of the Entities described entities identified in Section 5.1(c3.2(c) of the Check-Cap Company Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity entity other than the Entities set forth on entities identified in Section 5.1(c3.2(c) of the Check-Cap Company Disclosure Schedule. . (d) Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not have a Company Material Adverse Effect. (e) Neither Check-Cap the Company nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap the Company nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, make or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entityentity. Except as set forth on Section 5.1(c) Neither the Company nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entityentity. (f) All of the outstanding shares of capital stock or equivalent equity interests of each Subsidiary of the Company are owned of record and beneficially, directly or indirectly, by the Company free and clear of all material liens, pledges, security interests or other encumbrances.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Parent is a corporation public company duly incorporated, organized and validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Israel and Merger Sub is a company duly organized and validly existing under the laws of the State of Israel, and neither Parent nor Merger Sub is a “breaching company” under the Companies Law, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of Parent and Merger Sub to consummate the Contemplated Transactions to which it is a party. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, business and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap The Parent has no Subsidiaries, except for the Entities identified in Section ‎‎3.1(c) of the Parent Disclosure Schedule; and neither Check-Cap the Parent nor any of the Entities described identified in Section 5.1(c‎‎3.1(c) of the Check-Cap Company Disclosure Schedule owns any share capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c‎‎3.1(c) of the Check-Cap Parent Disclosure Schedule. Neither Check-Cap nor Each of the Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its Subsidiary organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Parent Material Adverse Effect. (d) The Parent is not and has never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary The Parent has not agreed or and is not obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at The Parent has not any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Terrain and its Subsidiary Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap and its Subsidiary Terrain is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Terrain Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Terrain has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Terrain does not own any capital stock of, or any equity ownership or profit profit-sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Terrain is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Xxxxxxx has not agreed or and is not obligated to make, or nor is Terrain bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveTerrain has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap The Company has been duly organized and its Subsidiary is validly existing as a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the State of Delaware, with requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. The only subsidiaries, direct or indirect, of the Company are Bayside Financing S.A.R.L, Whitehorse Finance Warehouse, LLC, WhiteHorse Crews of California Holding, Inc., WxxxxXxxxx Xxxxxxxx & Associates Holding, Inc., WhiteHorse Pinnacle Management Holding, Inc. and WhiteHorse Credit (each, a “Subsidiary” and together, the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary with requisite power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) authority to own or lease its properties and use conduct its property and assets business as described in the manner Registration Statement, the General Disclosure Package and the Prospectus. The Company and each of the Subsidiaries are duly qualified to transact business in all jurisdictions in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each the conduct of Check-Cap and its Subsidiary is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its their business requires such licensing or qualification other than in jurisdictions except where the failure to be so qualified would not (i) have, individually or in the aggregate would not be reasonably expected aggregate, a material adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and of the Subsidiaries taken as a whole, (ii) prevent the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to have as a Check-Cap “Material Adverse Effect. ”) or (ciii) Except as set forth on Section 5.1(c) materially impede the ability of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any Company or the Subsidiaries to perform their obligations under the Company Agreements to which they are party. The outstanding shares of capital stock or limited liability interests of each of the Entities described in Section 5.1(c) Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company free and clear of the Check-Cap Disclosure Schedule owns any capital stock ofall liens, encumbrances and equities and claims; and no options, warrants or any equity ownership or profit sharing interest of any nature inother rights to purchase, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts agreements or other obligations of, any general partnership, limited partnership to issue or other Entityrights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

Due Organization; Subsidiaries. (a) Each of Check-Cap The Company has been duly incorporated and its Subsidiary is validly existing as a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the SEC Reports. The Company has no Subsidiaries other than the Subsidiaries listed on Exhibit 21.1 to its Annual Report on Form 10-K for the year ended December 31, 2023. The Company owns all of the issued and outstanding membership interests or capital stock of each of the Subsidiaries, and other than the membership interests or capital stock of the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity. Complete and correct copies of the charters and the bylaws or similar governing documents of the Company have been filed with the Commission on XXXXX, and no changes therein will be made on or after the date hereof through and including the Closing (other than the filing of the Certificate of Designation). Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation incorporation, with full limited liability company or organization and has all necessary corporate power and authority: (i) authority to own, lease and operate its properties and to conduct its business as described in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is boundSEC Reports. Check-Cap’s Each Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and duly qualified to do business, business as a foreign limited liability company or corporation and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership or leasing of its properties or the conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected to have a Check-Cap Material Adverse Effect. (c) Except as set forth on Section 5.1(c) . All of the Checkoutstanding membership interests or shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-Cap Disclosure Scheduleassessable, Check-Cap has have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no Subsidiariessecurity interest, other encumbrance or adverse claims, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock ofno options, warrants or any equity ownership or profit sharing interest of any nature inother rights to purchase, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts agreements or other obligations of, any general partnership, limited partnership to issue or other Entityrights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Subsidiaries (including Merger Subs) is a corporation or limited liability company duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-CapSince the date of their formation, Merger Subs have not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Parent’s Subsidiary is Subsidiaries are wholly owned by Check-CapParent. (b) Each of Check-Cap Parent and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Parent Disclosure Schedule, Check-Cap Parent has no Subsidiaries, Subsidiaries other than Merger Subs and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Subs. Neither Check-Cap nor its Subsidiary Parent is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Parent has not agreed or and is not obligated to make, or nor is Parent bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveParent has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Magenta and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or limited liability company duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-CapSince the date of their formation, Xxxxxx Sub have not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Magenta’s Subsidiary is Subsidiaries are wholly owned by Check-CapMagenta. (b) Each of Check-Cap Magenta and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Magenta Material Adverse Effect. (c) Except as set forth on Section 5.1(c) 4.1(c). of the Check-Cap Magenta Disclosure Schedule, Check-Cap Magenta has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Magenta does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Magenta is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Magenta has not agreed or and is not obligated to make, or nor is Magenta bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveMagenta has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware and has all necessary corporate power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted, conducted and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used, except in the case of the foregoing (i) and (iii) ii), where the failure to perform have such power or authority would not reasonably be expected to be material to Parent, or prevent or materially delay the ability of Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its obligations under all Contracts incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capthis Agreement. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedulefor Merger Sub, Check-Cap Parent has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns does Parent own any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleEntity. Neither Check-Cap Parent is not, nor its Subsidiary is or has it otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap Parent has not agreed, nor its Subsidiary has agreed or is it obligated to make, or nor is it bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveParent has not, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent, First Merger Sub and its Subsidiary Second Merger Sub is a corporation or limited liability company, as applicable, duly incorporatedformed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization formation, and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. CheckSince their respective date of incorporation, no Merger Sub has engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. Each Merger Sub is directly and wholly-Cap’s Subsidiary is wholly owned by Check-CapParent. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on for the Entities identified in Section 5.1(c3.1(c) of the Check-Cap Parent Disclosure Schedule, Check-Cap Parent has no Subsidiaries, Subsidiaries and neither Check-Cap Parent nor any of the Entities described identified in Section 5.1(c3.1(c) of the Check-Cap Parent Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c3.1(c) of the Check-Cap Parent Disclosure Schedule. Each of Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (d) Neither Check-Cap the Parent nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityEntity. Neither Check-Cap the Parent nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither the Parent nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for for, any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction of its incorporation or organization Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned and used. The Company is qualified or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified to do businessbusiness as a foreign Entity, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified individually qualified, licensed or in the aggregate good standing does not have and would not reasonably be reasonably expected to have a Check-Cap Material Adverse Effect. (cb) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns The Company does not own any capital stock of, or any other equity ownership interest of, or profit sharing any equity interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Scheduleits Subsidiaries. Neither Check-Cap nor its Subsidiary The Company has not agreed and is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on . (c) Section 5.1(c3.1(c) of the Check-Cap Company Disclosure Schedule, neither Check-Cap nor its Schedule identifies each Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other obligations ofbusiness entity duly incorporated or organized (as applicable), any general partnership, limited partnership validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other Entityorganizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. The Company owns all of the authorized and outstanding capital stock and other equity interests of each direct Subsidiary and a direct Subsidiary of the Company owns all of the authorized and outstanding capital stock and other equity interests of each other subsidiary, in each case free and clear of any and all Encumbrances (other than Permitted Encumbrances), options, warrants, proxies, voting rights or similar agreements, restrictions or limitations. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect. All the shares of each Subsidiary are fully paid or properly credited (under the applicable legislation in the jurisdiction of incorporation of the relevant Subsidiary) as fully paid. No agreement or arrangement (other than this Agreement) exists pursuant to which any Person has or may in the future have the right (exercisable now or in the future and whether contingent or not) to call for the issue, allotment, conversion or transfer of any share or loan capital in any Subsidiary (including by way of option or under any right of conversion or pre-emption).

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary First Merger Sub is a corporation corporation, and Second Merger Sub is a limited liability company, duly incorporatedincorporated or organized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization organization, and has all necessary corporate or similar power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Capused. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Parent has no Subsidiaries, except for the Entities disclosed in the Parent SEC Documents filed with the SEC prior to the date of this Agreement and publicly available on XXXXX; and neither Check-Cap Parent nor any of the such Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity Entity. Each of Parent’s Subsidiaries is a corporation or other than legal entity duly organized, validly existing and, if applicable, in good standing under the Entities set forth on Section 5.1(c) Laws of the Check-Cap Disclosure Schedule. jurisdiction of its organization and has all necessary corporate or similar power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (d) Neither Check-Cap the Parent nor any of its Subsidiary is or has otherwise beenSubsidiaries is, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityEntity. Neither Check-Cap the Parent nor any of its Subsidiary has agreed or is obligated to make, or Subsidiaries is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither the Parent nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for for, any of the debts or other obligations of, any general partnership, limited partnership or other Entity in connection with its role as a general partner (or similar role of any such other Entity).

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Privateer is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary Privateer is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Privateer Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Privateer has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Privateer Disclosure Letter; and neither Check-Cap Privateer nor any of the Entities described identified in Section 5.1(c2.1(c) of the Check-Cap Privateer Disclosure Schedule Letter owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c2.1(c) of the Check-Cap Privateer Disclosure ScheduleLetter. Neither Check-Cap nor its Each Subsidiary of Privateer is a corporation or has otherwise beenother legal Entity duly organized, directly or indirectlyvalidly existing and, a party toif applicable, member of or participant in any partnership, joint venture or similar good standing and licensed and qualified to do business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) the Laws of the Check-Cap Disclosure Schedule, neither Check-Cap nor jurisdiction of its Subsidiary have, at any time, been a general partner of, organization and all jurisdictions where the nature of its business requires such licensing or have otherwise been liable for any of the debts qualification and has all necessary corporate or other obligations ofpower and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, any general partnership, limited partnership except where the failure to have such power or other Entityauthority would not reasonably be expected to have a Privateer Material Adverse Effect.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary (i) Northeast Utilities is a corporation voluntary association with transferable shares organized and existing under and by virtue of M.G.L. c. 182, (ii) each of Northeast Utilities’ Subsidiaries is a corporation, limited liability company, or trust duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the its jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conductedorganization, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) each of Northeast Utilities and each Northeast Utilities Subsidiary has all requisite corporate or similar power and authority to perform own, lease and operate its obligations under all Contracts by which it properties and assets and to carry on its business as presently conducted and is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap Northeast Utilities Material Adverse Effect. Northeast Utilities has delivered or made available to NSTAR an accurate and complete copy of the declaration of trust (or similar organizational documents) of Northeast Utilities and each of its Subsidiaries (collectively, the “Northeast Utilities Organization Documents”). (b) Section 3.1(b) of the Northeast Utilities Disclosure Letter lists each Subsidiary of Northeast Utilities and its jurisdiction of organization. All of the outstanding shares of capital stock or other ownership interests of each Subsidiary of Northeast Utilities have been validly issued and are fully paid and nonassessable. All of the outstanding shares of capital stock or other ownership interests of each Subsidiary of Northeast Utilities are owned by Northeast Utilities, by one or more Subsidiaries of Northeast Utilities or by Northeast Utilities and one or more Subsidiaries of Northeast Utilities, in each case free and clear of all Encumbrances. Except for the capital stock and other ownership interests of its Subsidiaries, neither Northeast Utilities nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other ownership interest in any other Person. (c) Except as set forth For purposes of this Agreement a “Northeast Utilities Material Adverse Effect” means a material adverse event, change, effect, state of facts, development, condition or occurrence on Section 5.1(c) or with respect to the business, financial condition or continuing results of the Check-Cap Disclosure Schedule, Check-Cap has no operations of Northeast Utilities and its Subsidiaries, taken as a whole, other than any event, change, effect, state of facts, development, condition or occurrence: (i) in or generally affecting the economy or the financial or securities markets in the United States or elsewhere in the world, the industry or industries in which Northeast Utilities or its Subsidiaries operate generally or in any specific jurisdiction or geographical area or (ii) resulting from or arising out of (A) any changes or developments in national, regional, state or local wholesale or retail markets for electric power, capacity or fuel or related products, including those due to actions by competitors or due to changes in commodities prices or hedging markets therefor, (B) any changes or developments in national, regional, state or local electric transmission or distribution systems, (C) any changes or developments in national, regional, state or local wholesale or retail electric power and neither Check-Cap nor any of capacity prices, (D) the Entities described in Section 5.1(c) of announcement or the Check-Cap Disclosure Schedule owns any capital stock existence of, or compliance with, this Agreement or the transactions contemplated hereby, (E) any equity ownership or profit sharing interest taking of any nature inaction at the written request of NSTAR, (F) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, independent system operator, regional transmission organization or market administrator, (G) any changes in GAAP or accounting standards or interpretations thereof (except to the extent materially disproportionately affecting Northeast Utilities and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Northeast Utilities and its Subsidiaries operate), (H) any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism (except to the extent materially disproportionately affecting Northeast Utilities and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Northeast Utilities and its Subsidiaries operate), (I) any changes in the share price or trading volume of the Northeast Utilities Common Shares or in Northeast Utilities’ credit rating, or controls directly the failure of Northeast Utilities to meet projections or indirectlyforecasts (unless due to any event, change, effect, development, condition or occurrence which has resulted in a Northeast Utilities Material Adverse Effect) or (J) any other Entity other than changes or developments in connection with the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise beentransmission services agreement and related transactions between H.Q. Hydro Renewable Energy, directly or indirectlyInc., a party tosubsidiary of Hydro-Québec, member of or participant in any partnershipand Northern Pass Transmission LLC, a joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to makebetween NSTAR and Northeast Utilities; provided, or is bound by any Contract under which it may become obligated to makehowever, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(cthat clause (D) of shall not diminish the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner effect of, or have otherwise been liable and shall be disregarded for any of the debts or other obligations purposes of, any general partnership, limited partnership or other Entityrepresentations and warranties set forth in Section 3.5(b).

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation public company, listed and traded on TASE, duly incorporated, organized and validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Israel, is not a “breaching company” under the Companies Law, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each of Check-Cap and its Subsidiary The Company is duly licensed and qualified to do business, business and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Company Material Adverse Effect. (c) Except as set forth on The Company has no Subsidiaries except for the Entities identified in Section 5.1(c‎2.1(c) of the Check-Cap Company Disclosure Schedule, Check-Cap has no Subsidiaries, ; and neither Check-Cap the Company nor any of the Entities described identified in Section 5.1(c‎‎2.1(c) of the Check-Cap Company Disclosure Schedule owns any share capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c‎‎2.1(c) of the Check-Cap Company Disclosure Schedule. Neither Check-Cap nor Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its Subsidiary organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Except as set forth in Section ‎2.1(d) of the Company Disclosure Schedule, the Company is not and since March 24, 2021 has otherwise not been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary The Company has not agreed or is obligated to make, make or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, The Company is not and has never been a general partner of, of or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (e) The Company is not subject to any delisting proceedings by XXXX, nor does the Company foresee any reason for delisting proceedings to commence following the Effective Date contemplated hereby, nor is the Company subject to any enforcement action by the ISA, or equivalent enforcement entities, nor does the Company foresee any reason for the commencement of enforcement actions against the Company, or its Affiliates, following the Effective Date.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Arq is a corporation duly incorporatedcompany incorporated under the laws of Jersey, is validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of Jersey and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Each of Arq and its incorporation or organization and Subsidiaries has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary There is wholly owned by Check-Capno pending or, to the Knowledge of Arq, threatened in writing proceeding for the dissolution, liquidation or insolvency of Arq. (b) Each Arq and each of Check-Cap and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Arq Material Adverse Effect. (c) Except Section 3.1(c) of the Arq Disclosure Schedule sets forth a complete and accurate list of (i) each Subsidiary of Arq and (ii) each equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Entity owned directly or indirectly by Arq. Other than as set forth on in Section 5.1(c3.1(c) of the Check-Cap Arq Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap Arq nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityentity or hold any equity or economic interest in any Person other than those Persons set forth in Section 3.1(c) of the Arq Disclosure Schedule. Neither Check-Cap Arq nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(cNeither Arq nor any of its Subsidiaries has, in the past five (5) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeyears, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap PubCo and its Subsidiary Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used, and (iii) to perform its obligations under all Contracts by which it is bound, in each case, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of PubCo or Merger Sub to consummate the Contemplated Transactions or have a PubCo Material Adverse Effect. Check-Cap’s Subsidiary Since the date of its incorporation, Merger Sub has not engaged in any activities or conducted any operations of any kind, entered into any agreement or arrangement with any Person, or incurred, directly or indirectly, any liabilities, in each case other than in connection with or as contemplated by this Agreement. Merger Sub is wholly owned by Check-CapPubCo. (b) Each of Check-Cap PubCo and its Subsidiary Merger Sub is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap PubCo Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap PubCo has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns PubCo does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary PubCo is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary PubCo has not agreed or and is not obligated to make, or nor is PubCo bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary havePubCo has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap The Company has been duly incorporated and its Subsidiary is validly existing as a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the SEC Reports. The Company owns all of the issued and outstanding membership interests or capital stock of each of the Subsidiaries, and other than the membership interests or capital stock of the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity. Complete and correct copies of the charters and the bylaws or similar governing documents of the Company have been filed with the Commission on XXXXX, and no changes therein will be made on or after the date hereof through and including the Closing. Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation incorporation, with full limited liability company or organization and has all necessary corporate power and authority: (i) authority to own, lease and operate its properties and to conduct its business as described in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is boundSEC Reports. Check-Cap’s Each Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and duly qualified to do business, business as a foreign limited liability company or corporation and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership or leasing of its properties or the conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected to have a Check-Cap Material Adverse Effect. (c) Except as set forth on Section 5.1(c) . All of the Checkoutstanding membership interests or shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-Cap Disclosure Scheduleassessable, Check-Cap has have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no Subsidiariessecurity interest, other encumbrance or adverse claims, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock ofno options, warrants or any equity ownership or profit sharing interest of any nature inother rights to purchase, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts agreements or other obligations of, any general partnership, limited partnership to issue or other Entityrights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary ADES is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State of Delaware and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Each of ADES and its incorporation or organization and Subsidiaries has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used, and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary There is wholly owned by Check-Capno pending or, to the Knowledge of ADES, threatened in writing proceeding for the dissolution, liquidation or insolvency of ADES. (b) Each ADES and each of Check-Cap and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap ADES Material Adverse Effect. (c) Except Section 4.1(c) of the ADES Disclosure Schedule sets forth a complete and accurate list of (i) each Subsidiary of ADES and (ii) each equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Entity owned directly or indirectly by ADES (other than equity interests, if any, held directly or indirectly by Highview). Other than as set forth on in Section 5.1(c4.1(c) of the Check-Cap ADES Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap ADES nor any of the Entities described in Section 5.1(cits Subsidiaries (i) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityentity or (ii) holds any equity or economic interest in any Person other than those Persons set forth in Section 4.1(c) of the ADES Disclosure Schedule. Neither Check-Cap Except as set forth in Section 4.1(c) of the ADES Disclosure Schedule, neither ADES nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(cNeither ADES nor any of its Subsidiaries has, in the past five (5) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeyears, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap VINE and its Subsidiary Subsidiaries (including Pubco, Company Merger Sub and Purchaser Merger Sub) is a corporation or limited liability company duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction of its incorporation or organization and has all necessary corporate or limited liability company power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of its formation, neither Pubco, Company Merger Sub, nor Purchaser Merger Sub have engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap VINE and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap VINE Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap VINE Disclosure Schedule, Check-Cap VINE has no SubsidiariesSubsidiaries other than Pubco, Company Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Purchaser Merger Sub and VINE does not own any capital stock of, or any equity ownership or profit profit-sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure SchedulePubco, Company Merger Sub and Purchaser Merger Sub. Neither Check-Cap nor its Subsidiary VINE is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary VINE has not agreed or and is not obligated to make, or nor is VINE bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveVINE has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap PubCo and its Subsidiary Subsidiaries (including Merger Sub) is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound, in each case, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the PubCo or its Subsidiaries to consummate the Contemplated Transactions or have a PubCo Material Adverse Effect. Check-Cap’s Subsidiary is Since the date of its incorporation, Merger Sub has not engaged in any activities or conducted any operations of any kind, entered into any agreement or arrangement with any Person, or incurred, directly or indirectly, any liabilities, in each case other than in connection with or as contemplated by this Agreement. All of the Subsidiaries of PubCo are wholly owned by Check-CapPubCo. (b) Each of Check-Cap PubCo and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap PubCo Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap PubCo Disclosure Schedule, Check-Cap PubCo has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns PubCo does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary PubCo is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary PubCo has not agreed or and is not obligated to make, or nor is PubCo bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary havePubCo has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap The Company has been duly incorporated and its Subsidiary is validly existing as a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the State of Maryland, with requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. The only subsidiaries, direct or indirect, of the Company that are a “Significant Subsidiary” as defined under Rule 1-02(w) of Regulation S-X are 34th Street Funding, LLC and Xxxxxx Xxxx Funding II, LLC (each, a “Subsidiary”). Each Subsidiary has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary with requisite power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) authority to own or lease its properties and use conduct its property and assets business as described in the manner Registration Statement, the General Disclosure Package and the Prospectus. The Company and each Subsidiary are duly qualified to transact business in all jurisdictions in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each the conduct of Check-Cap and its Subsidiary is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its their business requires such licensing or qualification other than in jurisdictions except where the failure to be so qualified would not (i) have, individually or in the aggregate would not be reasonably expected aggregate, a material adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and each of its consolidated subsidiaries taken as a whole, (ii) prevent the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to have as a Check-Cap “Material Adverse Effect. ”) or (ciii) Except as set forth on Section 5.1(c) materially impede the ability of the CheckCompany or each Subsidiary to perform their obligations under the Company Agreements to which they are party. The outstanding limited liability interests of each Subsidiary have been duly authorized and validly issued, are fully paid and non-Cap Disclosure Scheduleassessable and are owned by the Company free and clear of all liens, Check-Cap has encumbrances and equities and claims; and no Subsidiariesoptions, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock ofwarrants or other rights to purchase, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts agreements or other obligations of, any general partnership, limited partnership to issue or other Entityrights to convert any obligations into ownership interests in each Subsidiary are outstanding.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporated, validly existing existing, and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization CBCA and has all necessary power and authority: authority to (i) to conduct its business in the manner in which its business is currently being conducted, conducted and (ii) to own or own, lease and use operate its property assets and assets properties in the manner in which its property assets and assets properties are currently owned and used. The Company is duly qualified, registered, licensed or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified otherwise authorized to do business, business and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such qualification, registration, licensing or qualification other than in jurisdictions authorization, and has all the authorizations required to own, lease and operate its properties and assets, except where the failure to be so qualified qualified, registered, licensed or otherwise authorized to do business, or be in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected to have a Check-Cap Material Adverse Effect. (cb) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns The Company does not own any capital stock of, any equity interest of or any equity ownership or profit sharing interest of any nature in, any other equity-linked or controls directly similar interest in, any equity interest of any nature or indirectly, interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleCompany Subsidiaries. Neither Check-Cap nor its Subsidiary The Company has not agreed and is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on . (c) Section 5.1(c1(c) of the Check-Cap Company Disclosure ScheduleSchedule identifies each Subsidiary of the Company (each, neither Check-Cap nor a “Company Subsidiary,” and collectively, the “Company Subsidiaries”) and indicates its jurisdiction of organization. Each Company Subsidiary haveis a corporation or other business entity duly incorporated, at formed, or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation, formation, or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any timefailure thereof would not, been individually or in the aggregate, reasonably be expected to have a general partner Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have otherwise been liable for duly authorized, validly issued, fully paid, nonassessable, as applicable, and are owned by the Company, by another Company Subsidiary, or by the Company and another Company Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable Securities Laws or the organizational documents of any of the debts such Company Subsidiary or other obligations of, any general partnership, limited partnership or other EntityPermitted Encumbrances.

Due Organization; Subsidiaries. (a) Each of Check-Cap Frequency and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-CapSince the date of its formation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Frequency’s Subsidiary is Subsidiaries are wholly owned by Check-CapFrequency. (b) Each of Check-Cap Frequency and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Frequency Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Frequency Disclosure Schedule, Check-Cap Frequency has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Frequency does not directly or indirectly own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Frequency is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Frequency has not agreed or and is not obligated to make, or nor is Frequency bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveFrequency has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Nautilus and its Subsidiary Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap and its Subsidiary Nautilus is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Nautilus Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Nautilus has no Subsidiaries, Subsidiaries except for Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Nautilus does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Nautilus is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Nautilus has not agreed or and is not obligated to make, or nor is Nautilus bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveNautilus has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Zordich and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-CapSince the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Zordich’s Subsidiary is Subsidiaries are wholly owned by Check-CapZordich. (b) Each of Check-Cap Zordich and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Zordich Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Zordich Disclosure Schedule, Check-Cap Zordich has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Zordich does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Zordich is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Zordich has not agreed or and is not obligated to make, or nor is Zordich bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveZordich has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Arq is a corporation duly incorporatedcompany incorporated under the laws of Jersey, is validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of Jersey and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Each of Arq and its incorporation or organization and Subsidiaries has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary There is wholly owned by Check-Capno pending or, to the Knowledge of Arq, threatened in writing proceeding for the dissolution, liquidation or insolvency of Arq. (b) Each Arq and each of Check-Cap and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Arq Material Adverse Effect. (c) Except Section 2.1(c) of the Arq Disclosure Schedule sets forth a complete and accurate list of (i) each Subsidiary of Arq (each, an “Arq Subsidiary” and collectively the “Arq Subsidiaries”) and (ii) each equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Entity owned directly or indirectly by Arq. Other than as set forth on in Section 5.1(c2.1(c) of the Check-Cap Arq Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap Arq nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Arq Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityentity or hold any equity or economic interest in any Person other than those Persons set forth in Section 2.1(c) of the Arq Disclosure Schedule. Neither Check-Cap Arq nor its any Arq Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(cNeither Arq nor any Arq Subsidiary has, in the past five (5) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeyears, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Vibrant and its Subsidiary Subsidiaries (including Merger Sub) is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-CapSince the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Vibrant’s Subsidiary is Subsidiaries are wholly owned by Check-CapVibrant. (b) Each of Check-Cap Vibrant and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Vibrant Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Vibrant Disclosure Schedule, Check-Cap Vibrant has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Vibrant does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Vibrant is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Vibrant has not agreed or and is not obligated to make, or nor is Vibrant bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveVibrant has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound, except, in each of the foregoing cases, where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of Parent and Merger Sub to consummate the Contemplated Transactions. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Parent has no Subsidiaries, Subsidiaries other than Merger Sub; and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Parent does not own any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity Entity, other than the Entities set forth on Section 5.1(cMerger Sub. (d) Neither Parent nor any of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap Parent nor any of its Subsidiary has Subsidiaries have agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither Parent nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary Subsidiaries have, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware, and the Company’s only Subsidiary is Checkmate Pharmaceuticals Security Corporation, Inc. a security corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts (the “Company Subsidiary”) (each of the Company and the Company Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned and used. Each Acquired Corporation is qualified or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure (i) does not have, and would not reasonably be expected to be so qualified have, individually or in the aggregate aggregate, a Material Adverse Effect and (ii) would not reasonably be reasonably expected to have prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Offer and Merger in a Check-Cap Material Adverse Effecttimely manner. (cb) Except as set forth on Section 5.1(c) The Company owns beneficially and of record all of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any outstanding shares of capital stock of the Entities described in Section 5.1(c) Company Subsidiary, free and clear of all Encumbrances, except for transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock of the Check-Cap Disclosure Schedule owns any capital stock ofCompany Subsidiary held by the Company, or any equity ownership or profit sharing interest of any nature inno Acquired Corporation owns, or controls directly or indirectly, any capital stock or equity interests in (including any security or other Entity other than the Entities set forth on Section 5.1(cContract convertible into or exchangeable for any such equity or ownership interest) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant any nature in any partnershipother Entity, joint venture or similar business entitysubscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity. Neither Check-Cap nor its Subsidiary None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent, First Merger Sub and its Subsidiary Second Merger Sub is a corporation company duly incorporatedincorporated or organized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction State of its incorporation or organization Delaware, and has all necessary corporate or limited liability power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since their respective date of incorporation or formation, no Merger Sub has engaged in any activities other than activities incident to its formation or in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Parent has no Subsidiaries, except for the Entities identified in Section 3.1(c) of the Parent Disclosure Schedule; and neither Check-Cap Parent nor any of the Entities described identified in Section 5.1(c3.1(c) of the Check-Cap Company Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c3.1(c) of the Check-Cap Company Disclosure Schedule. Each of Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (d) Neither Check-Cap the Parent nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityEntity. Neither Check-Cap the Parent nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither the Parent nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for for, any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary ADES is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State of Delaware and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Each of ADES and its incorporation or organization and Subsidiaries has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used, and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary There is wholly owned by Check-Capno pending or, to the Knowledge of ADES, threatened in writing proceeding for the dissolution, liquidation or insolvency of ADES. (b) Each ADES and each of Check-Cap and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap ADES Material Adverse Effect. (c) Except Section 3.1(c) of the ADES Disclosure Schedule sets forth a complete and accurate list of (i) each Subsidiary of ADES and (ii) each equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Entity owned directly or indirectly by ADES (other than equity interests, if any, held directly or indirectly by Highview). Other than as set forth on in Section 5.1(c3.1(c) of the Check-Cap ADES Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap ADES nor any of the Entities described in Section 5.1(cits Subsidiaries (i) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityentity or (ii) holds any equity or economic interest in any Person other than those Persons set forth in Section 3.1(c) of the ADES Disclosure Schedule. Neither Check-Cap Except as set forth in Section 3.1(c) of the ADES Disclosure Schedule, neither ADES nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(cNeither ADES nor any of its Subsidiaries has, in the past five (5) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeyears, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap The Company has been duly organized and its Subsidiary is validly existing as a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the State of Delaware, with requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. The only subsidiaries, direct or indirect, of the Company are Bayside Financing s.a.r.l and Whitehorse Finance Warehouse, LLC, each of which is a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X (each, a “Subsidiary” and together, the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary with requisite power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) authority to own or lease its properties and use conduct its property and assets business as described in the manner Registration Statement, the General Disclosure Package and the Prospectus. The Company and each of the Subsidiaries are duly qualified to transact business in all jurisdictions in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each the conduct of Check-Cap and its Subsidiary is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its their business requires such licensing or qualification other than in jurisdictions except where the failure to be so qualified would not (i) have, individually or in the aggregate would not be reasonably expected aggregate, a material adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and of the Subsidiaries taken as a whole, (ii) prevent the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to have as a Check-Cap “Material Adverse Effect. ”) or (ciii) Except as set forth on Section 5.1(c) materially impede the ability of the Check-Cap Disclosure ScheduleCompany or the Subsidiaries to perform their obligations under the Company Agreements, Check-Cap has no Subsidiaries, and neither Check-Cap nor any the Indenture or the Notes to which they are party. The outstanding shares of capital stock or limited liability interests of each of the Entities described in Section 5.1(c) Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company free and clear of the Check-Cap Disclosure Schedule owns any capital stock ofall liens, encumbrances and equities and claims; and no options, warrants or any equity ownership or profit sharing interest of any nature inother rights to purchase, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts agreements or other obligations of, any general partnership, limited partnership to issue or other Entityrights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporatedorganized, validly existing existing, and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization Delaware Law and has all necessary power and authority: authority to (i) to conduct its business in the manner in which its business is currently being conducted, conducted and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned and used. The Company is qualified or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified to do businessbusiness as a foreign Entity, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified qualified, licensed, or in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected likely to have a Check-Cap Material Adverse Effect. (cb) Except as set forth on Section 5.1(c3.01(b) of the Check-Cap Company Disclosure ScheduleSchedule identifies each Subsidiary of the Company (each, Check-Cap a “Company Subsidiary,” and collectively, the “Company Subsidiaries”) and indicates its jurisdiction of organization. Each Company Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has no all necessary power and authority to (i) conduct its business in the manner in which its business is currently being conducted and (ii) own and use its assets in the manner in which its assets are currently owned and used, and is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are owned by the Company, by another Company Subsidiary, or by the Company and another Company Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. Except for its interests in the Company Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Company does not own, directly or indirectly, any capital stock of, or any other equity ownership or profit sharing interest of any nature similar interests in, or controls directly any interest convertible into or indirectlyexchangeable or exercisable for any equity or similar interest in, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise beencorporation, directly or indirectly, a party to, member of or participant in any partnership, joint venture venture, association, or similar business other entity. Neither Check-Cap nor its No Company Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) violation of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts provisions of its certificate of incorporation or other obligations ofbylaws (or equivalent organizational documents), any general partnershipexcept for violations that would not, limited partnership individually or other Entityin the aggregate, reasonably be likely to have a Material Adverse Effect.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporatedorganized, validly existing existing, and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization Delaware Law and has all necessary power and authority: authority to (i) to conduct its business in the manner in which its business is currently being conducted, conducted and (ii) to own or own, lease and use operate its property assets and assets properties in the manner in which its property assets and assets properties are currently owned and used. The Company is duly qualified, registered, licensed or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified otherwise authorized to do business, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such qualification, registration, licensing or qualification other than in jurisdictions authorization and has all the authorizations required to own, lease and operate its properties and assets, except where the failure to be so qualified qualified, registered, licensed or otherwise authorized to do business, or be in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected to have a Check-Cap Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger by the End Date. (cb) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns The Company does not own any capital stock of, any other equity interest of, or any equity ownership or profit sharing interest of any nature in any other equity-linked or similar interest in, or controls directly any interest convertible into or indirectlyexchangeable or exercisable for any equity, equity-linked or similar interest in any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleCompany Subsidiaries. Neither Check-Cap nor its Subsidiary The Company has not agreed and is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on . (c) Section 5.1(c3.1(c) of the Check-Cap Company Disclosure ScheduleSchedule identifies each Subsidiary of the Company (each, neither Check-Cap nor a “Company Subsidiary,” and collectively, the “Company Subsidiaries”) and indicates its jurisdiction of organization. Each Company Subsidiary haveis a corporation or other business entity duly incorporated, at formed or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation, formation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any timefailure thereof would not, been individually or in the aggregate, reasonably be expected to have a general partner Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger by the End Date. All outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have otherwise been liable for duly authorized, validly issued and are fully paid and nonassessable and owned by the Company, by another Company Subsidiary, or by the Company and another Company Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable Securities Laws or the organizational documents of any of the debts or other obligations of, any general partnership, limited partnership or other Entitysuch Subsidiary.

Due Organization; Subsidiaries. (a) Each of Check-Cap The Company has been duly organized and its Subsidiary is validly existing as a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the State of Delaware, with requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement and any Prospectus. The only subsidiaries, direct or indirect, of the Company are Bayside Financing s.a.r.l and Whitehorse Finance Warehouse, LLC, each of which is a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X (each, a “Subsidiary” and together, the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary with requisite power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) authority to own or lease its properties and use conduct its property and assets business as described in the manner Registration Statement and any Prospectus. The Company and each of the Subsidiaries are duly qualified to transact business in all jurisdictions in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each the conduct of Check-Cap and its Subsidiary is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its their business requires such licensing or qualification other than in jurisdictions except where the failure to be so qualified would not (i) have, individually or in the aggregate would not be reasonably expected aggregate, a material adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and of the Subsidiaries taken as a whole, (ii) prevent the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to have as a Check-Cap “Material Adverse Effect. ”) or (ciii) Except as set forth on Section 5.1(c) materially impede the ability of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any Company or the Subsidiaries to perform their obligations under the Company Agreements to which they are party. The outstanding shares of capital stock or limited liability interests of each of the Entities described in Section 5.1(c) Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company free and clear of the Check-Cap Disclosure Schedule owns any capital stock ofall liens, encumbrances and equities and claims; and no options, warrants or any equity ownership or profit sharing interest of any nature inother rights to purchase, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts agreements or other obligations of, any general partnership, limited partnership to issue or other Entityrights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation or other legal entity duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Company Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither Check-Cap the Company nor any of the Entities described identified in Section 5.1(c2.1(c) of the Check-Cap Company Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c2.1(c) of the Check-Cap Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither Check-Cap the Company nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap the Company nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither the Company nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Parent is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware and has all necessary power and authority: (i) corporate powers required to conduct carry on its business as now conducted. Merger Sub is a Delaware corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. Merger Sub was formed solely for the purpose of engaging in the manner Contemplated Transactions and has not engaged in which its any business activities or conducted any operations other than in connection with the Contemplated Transactions. Parent is currently being conducted, (ii) to own or lease the sole stockholder and use its property and assets in owns all of the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is boundinterests of Merger Sub. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap Parent and its Subsidiary Merger Sub is licensed and duly qualified to do businessbusiness in each jurisdiction where such qualification is necessary, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in except for those jurisdictions where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap Parent Material Adverse Effect. Parent has made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and all other charter and organizational documents of Parent and Merger Sub, including all amendments thereto, as in effect on the date hereof. Parent’s and Merger Sub’s certificates of incorporation, bylaws and other charter and organizational documents so delivered are in full force and effect. (cb) Except as set forth on Section 5.1(cPart 4.1(b) of the Check-Cap Parent Disclosure Schedule, Check-Cap has no Subsidiaries, Schedule identifies each Subsidiary of Parent and neither Check-Cap indicates its jurisdiction of organization. Neither Parent nor any Subsidiary of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule Parent owns any capital stock of, or any equity ownership interest of, or profit sharing any equity interest of any nature in, or controls directly or indirectly, any other Entity Entity, other than the Entities set forth on Section 5.1(cidentified in Part 4.1(b) of the Check-Cap Parent Disclosure Schedule. Neither Check-Cap nor its None of Parent or any Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Parent has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or material capital contribution to any other Entity. (c) Each Subsidiary of Parent is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers required to carry on its business as now conducted. Except Each such Subsidiary is duly qualified to do business as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedulea foreign Entity and is in good standing in each jurisdiction where such qualification is necessary, neither Check-Cap nor its Subsidiary except for those jurisdictions where failure to be so qualified or in good standing would not reasonably be expected to have, at any timeindividually or in the aggregate, been a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other EntityParent Material Adverse Effect.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization incorporation, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c) Each of Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the Check-Cap Disclosure Schedulejurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, Check-Cap has no Subsidiaries, and neither Check-Cap except where the failure to have such power or authority would not be reasonably expected to have a Parent Material Adverse Effect. (d) Neither Parent nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap Parent nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither Parent nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Apricus is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Nevada and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap Apricus and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Apricus Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Apricus has no Subsidiaries, except for the Entities identified in Section 3.1(c) of the Apricus Disclosure Schedule; and neither Check-Cap the Company nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule its Subsidiaries owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c3.1(c) of the Check-Cap Apricus Disclosure Schedule. Neither Check-Cap Apricus nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap Apricus nor any of its Subsidiary Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) Neither Apricus nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap The Company has been duly organized and its Subsidiary is validly existing as a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the State of Delaware, with requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. The only subsidiaries, direct or indirect, of the Company are Bayside Financing s.a.r.l and Whitehorse Finance Warehouse (each, a “Subsidiary” and together, the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary with requisite power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) authority to own or lease its properties and use conduct its property and assets business as described in the manner Registration Statement, the General Disclosure Package and the Prospectus. The Company and each of the Subsidiaries are duly qualified to transact business in all jurisdictions in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each the conduct of Check-Cap and its Subsidiary is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its their business requires such licensing or qualification other than in jurisdictions except where the failure to be so qualified would not (i) have, individually or in the aggregate would not be reasonably expected aggregate, a material adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and of the Subsidiaries taken as a whole, (ii) prevent the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to have as a Check-Cap “Material Adverse Effect. ”) or (ciii) Except as set forth on Section 5.1(c) materially impede the ability of the Check-Cap Disclosure ScheduleCompany or the Subsidiaries to perform their obligations under the Company Agreements, Check-Cap has no Subsidiaries, and neither Check-Cap nor any the Credit Facility Documents or the Term Loan Documents to which they are party. The outstanding shares of capital stock or limited liability interests of each of the Entities described in Section 5.1(c) Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company free and clear of the Check-Cap Disclosure Schedule owns any capital stock ofall liens, encumbrances and equities and claims; and no options, warrants or any equity ownership or profit sharing interest of any nature inother rights to purchase, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts agreements or other obligations of, any general partnership, limited partnership to issue or other Entityrights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding. On December 28, 2011, WHF LLC was duly formed as H.I.G. WhiteHorse Holdings, LLC, a limited liability company pursuant to Delaware law and changed its name to WhiteHorse Finance, LLC on April 18, 2012. In connection with the BDC Conversion, WHF LLC and the Company complied in all respects with the provisions of Section 265 of the General Corporation Law of the State of Delaware (the “DGCL”).

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Skydance is a corporation limited liability company duly incorporatedorganized, validly existing existing, and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization California (“California Law”) and has all necessary power and authority: authority to (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap, except as would not, individually or in the aggregate, reasonably be expected to have a Skydance Material Adverse Effect. (b) Each of Check-Cap and its Subsidiary Skydance is qualified or licensed and qualified to do businessbusiness as a foreign Entity, and is in good standing (to the extent applicable in such jurisdictiona concept of “good standing” is recognized), under the Laws of all jurisdictions in each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified qualified, licensed, or in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected to have a Check-Cap Skydance Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Skydance Disclosure ScheduleLetter identifies each Subsidiary of Skydance (each, Check-Cap has no Subsidiariesa “Skydance Subsidiary”, and neither Check-Cap nor collectively, the “Skydance Subsidiaries”) and indicates its jurisdiction of organization. Each Skydance Subsidiary is a corporation or other business Entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is recognized) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a Skydance Material Adverse Effect. All outstanding shares of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock or voting securities of, or any other equity ownership or profit sharing interest of any nature interests in, or controls directly or indirectlyeach Skydance Subsidiary, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise beenwhich are held, directly or indirectly, a party toby Skydance, member of or participant in any partnershiphave been duly authorized, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to makevalidly issued, fully paid, nonassessable, and are owned by Skydance, by another Skydance Subsidiary, or by Skydance and another Skydance Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (d) Skydance has made available to Paramount or Paramount’s Representatives accurate and complete copies of the articles of organization, operating agreement and other organizational documents of Skydance and each of the Skydance Subsidiaries, including all amendments thereto, as in effect on the date of this Agreement. None of Skydance or the Skydance Subsidiaries is bound by in violation of any Contract under provision of its articles of organization, operating agreement and other organizational documents, except for violations that would not, individually or in the aggregate, have or reasonably be expected to have a Skydance Material Adverse Effect or be expected to prevent or materially impair the ability of Skydance to consummate the Skydance Merger or the other Transactions to which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on is party. (e) Section 5.1(c4.1(e) of the Check-Cap Skydance Disclosure ScheduleLetter sets forth, neither Check-Cap nor its as of the date of this Agreement, any Person (other than a Subsidiary have, at any time, been a general partner of, of Skydance) in which Skydance or have otherwise been liable for any of the debts its Subsidiaries holds capital stock or other obligations ofequity interests (x) representing at least 20% of the outstanding equity of such Person and (y) involved annual revenue in excess of $50,000,000 in the fiscal year ended December 31, any general partnership2023 for which Skydance and the Skydance Subsidiaries have made or are committed to make capital contributions in excess of $25,000,000 in the aggregate (each such person, limited partnership or other Entitya “Skydance Material Joint Venture”).

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware, and the Company’s only Subsidiaries are Decibel Securities Corporation, a security corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts (the “Securities Corporation Subsidiary”) and Decibel Therapeutics Australia Pty Ltd, a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Australia (the “Australian Subsidiary” and together with the Securities Corporation Subsidiary, the “Company Subsidiaries” and each, a “Company Subsidiary”) (each of the Company and the Company Subsidiaries, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned and used. Each Acquired Corporation is qualified or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure (i) does not have, and would not reasonably be expected to be so qualified have, individually or in the aggregate aggregate, a Material Adverse Effect and (ii) would not reasonably be reasonably expected to have prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Offer and Merger in a Check-Cap Material Adverse Effecttimely manner. (cb) Except as set forth on Section 5.1(c) The Company owns beneficially and of record all of the Check-Cap Disclosure Schedule, Check-Cap has no outstanding shares of capital stock of the Company Subsidiaries, free and neither Check-Cap nor any clear of all Encumbrances, except for transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock of the Entities described in Section 5.1(c) of Company Subsidiaries held by the Check-Cap Disclosure Schedule owns any capital stock ofCompany, or any equity ownership or profit sharing interest of any nature inno Acquired Corporation owns, or controls directly or indirectly, any capital stock or equity interests in (including any security or other Entity other than the Entities set forth on Section 5.1(cContract convertible into or exchangeable for any such equity or ownership interest) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant any nature in any partnershipother Entity, joint venture or similar business entitysubscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity. Neither Check-Cap nor its Subsidiary None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Utah and its Subsidiary Subsidiaries (including Merger Subs) is a corporation or limited liability company duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-CapSince the date of their formation, Merger Subs have not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Utah’s Subsidiary is Subsidiaries are wholly owned by Check-CapUtah. (b) Each of Check-Cap Utah and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Utah Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Utah Disclosure Schedule, Check-Cap Utah has no Subsidiaries, Subsidiaries other than Merger Subs and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Utah does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Subs. Neither Check-Cap nor its Subsidiary Utah is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Utah has not agreed or and is not obligated to make, or nor is Utah bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveUtah has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Paramount is a corporation duly incorporatedorganized, validly existing existing, and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware (“Delaware Law”) and has all necessary power and authority: authority to (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap, except as would not, individually or in the aggregate, reasonably be expected to have a Paramount Material Adverse Effect. (b) Each of Check-Cap and its Subsidiary Paramount is qualified or licensed and qualified to do businessbusiness as a foreign Entity, and is in good standing (to the extent applicable in such jurisdictiona concept of “good standing” is recognized), under the Laws of all jurisdictions in each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified qualified, licensed, or in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected to have a Check-Cap Paramount Material Adverse Effect. (c) Except as set forth on Section 5.1(c3.1(c) of the Check-Cap Paramount Disclosure ScheduleLetter identifies each significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of Paramount (each, Check-Cap has no Subsidiariesa “Paramount Subsidiary”, and neither Check-Cap nor collectively, the “Paramount Subsidiaries”) and indicates its jurisdiction of organization. Each Paramount Subsidiary is a corporation or other business Entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is recognized) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a Paramount Material Adverse Effect. All outstanding shares of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock or voting securities of, or any other equity ownership or profit sharing interest of any nature interests in, or controls directly or indirectlyeach Paramount Subsidiary, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise beenwhich are held, directly or indirectly, a party toby Paramount, member have been duly authorized, validly issued, fully paid, nonassessable, and are owned by Paramount, by another Subsidiary of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to makeParamount, or by Paramount and another Subsidiary of Paramount, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (d) Paramount has made available to Skydance or Skydance’s Representatives accurate and complete copies of the certificate of incorporation, articles of organization, bylaws or operating agreement, as applicable, of each of Paramount, New Paramount and each Merger Sub, including all amendments thereto, as in effect on the date of this Agreement. None of Paramount, New Paramount or any Merger Sub is bound in violation of any provision of its organizational documents, except for violations that would not, individually or in the aggregate, have or reasonably be expected to have a Paramount Material Adverse Effect or be expected to prevent or materially impair the ability of Paramount, New Paramount or any Merger Sub to consummate the Mergers by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on the End Date. (e) Section 5.1(c3.1(e) of the Check-Cap Paramount Disclosure ScheduleLetter sets forth, neither Check-Cap nor its as of the date of this Agreement, any Person (other than a Subsidiary have, at any time, been a general partner of, of Paramount) in which Paramount or have otherwise been liable for any of the debts its Subsidiaries holds capital stock or other obligations ofequity interests (x) representing at least 20% of the outstanding equity of such Person and (y) involved annual revenue in excess of $50,000,000 in the fiscal year ended December 31, any general partnership2023 for which Paramount and its Subsidiaries have made or are committed to make capital contributions in excess of $50,000,000 in the aggregate (each such person, limited partnership or other Entitya “Paramount Material Joint Venture”).

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Merger Sub is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Sub has not engaged in any activities other than as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap and its Subsidiary Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Parent has no Subsidiaries, Subsidiaries except for Merger Sub and neither Check-Cap Parent nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule Merger Sub owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap Parent nor its Subsidiary Merger Sub is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap Parent nor its Subsidiary Merger Sub has agreed or is obligated to make, or nor is either such Party bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap Neither Parent nor its Subsidiary haveMerger Sub has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Aspen and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations in all material respects under all Contracts by which it is bound. Check-CapSince the date of their formation, Xxxxxx Sub have not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Aspen’s Subsidiary is Subsidiaries are wholly owned by Check-CapAspen. (b) Each of Check-Cap Aspen and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Aspen Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Aspen Disclosure Schedule, Check-Cap Aspen has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Aspen does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Aspen is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Aspen has not agreed or and is not obligated to make, or nor is Aspen bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveAspen has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary (i) NSTAR is a corporation voluntary association with transferable shares organized and existing under and by virtue of M.G.L. c. 182, (ii) each of NSTAR’s Subsidiaries is a corporation, limited liability company, or trust duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the its jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conductedorganization, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) each of NSTAR and each NSTAR Subsidiary has all requisite corporate or similar power and authority to perform own, lease and operate its obligations under all Contracts by which it properties and assets and to carry on its business as presently conducted and is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Check-Cap NSTAR Material Adverse Effect. NSTAR has delivered or made available to Northeast Utilities accurate and complete copies of the declaration of trust and bylaws (or similar organizational documents) of NSTAR and each of its Subsidiaries (collectively, the “NSTAR Organization Documents”). (b) Section 2.1(b) of the NSTAR Disclosure Letter lists each Subsidiary of NSTAR and its jurisdiction of organization. All of the outstanding shares of capital stock or other ownership interests of each Subsidiary of NSTAR have been validly issued and are fully paid and nonassessable. All of the outstanding shares of capital stock or other ownership interests of each Subsidiary of NSTAR are owned by NSTAR, by one or more Subsidiaries of NSTAR or by NSTAR and one or more Subsidiaries of NSTAR, in each case free and clear of all Encumbrances. Except for the capital stock and other ownership interests of its Subsidiaries, neither NSTAR nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other ownership interest in any other Person. (c) Except as set forth For purposes of this Agreement, a “NSTAR Material Adverse Effect” means a material adverse event, change, effect, state of facts, development, condition or occurrence on Section 5.1(c) or with respect to the business, financial condition or continuing results of the Check-Cap Disclosure Schedule, Check-Cap has no operations of NSTAR and its Subsidiaries, taken as a whole, other than any event, change, effect, state of facts, development, condition or occurrence: (i) in or generally affecting the economy or the financial or securities markets in the United States or elsewhere in the world, the industry or industries in which NSTAR or its Subsidiaries operate generally or in any specific jurisdiction or geographical area or (ii) resulting from or arising out of (A) any changes or developments in national, regional, state or local wholesale or retail markets for electric power, capacity or fuel or related products, including those due to actions by competitors or due to changes in commodities prices or hedging markets therefor, (B) any changes or developments in national, regional, state or local electric transmission or distribution systems, (C) any changes or developments in national, regional, state or local wholesale or retail electric power and neither Check-Cap nor any of capacity prices, (D) the Entities described in Section 5.1(c) of announcement or the Check-Cap Disclosure Schedule owns any capital stock existence of, or compliance with, this Agreement or the transactions contemplated hereby, (E) any equity ownership or profit sharing interest taking of any nature inaction at the written request of Northeast Utilities, (F) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, independent system operator, regional transmission organization or market administrator, (G) any changes in GAAP or accounting standards or interpretations thereof (except to the extent materially disproportionately affecting NSTAR and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which NSTAR and its Subsidiaries operate), (H) any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism (except to the extent materially disproportionately affecting NSTAR and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which NSTAR and its Subsidiaries operate), (I) any changes in the share price or trading volume of the NSTAR Common Shares or in NSTAR’s credit rating, or controls directly the failure of NSTAR to meet projections or indirectlyforecasts (unless due to any event, change, effect, development, condition or occurrence which has resulted in a NSTAR Material Adverse Effect) or (J) any other Entity other than changes or developments in connection with the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise beentransmission services agreement and related transactions between H.Q. Hydro Renewable Energy, directly or indirectlyInc., a party tosubsidiary of Hydro-Québec, member of or participant in any partnershipand Northern Pass Transmission LLC, a joint venture or similar business entity. Neither Check-Cap nor its Subsidiary has agreed or is obligated to makebetween NSTAR and Northeast Utilities; provided, or is bound by any Contract under which it may become obligated to makehowever, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(cthat clause (D) of shall not diminish the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner effect of, or have otherwise been liable and shall be disregarded for any of the debts or other obligations purposes of, any general partnership, limited partnership or other Entityrepresentations and warranties set forth in Section 2.5(b).