Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate, limited liability company, or limited partnership power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws laws of its jurisdiction of organization or formation. Each of the jurisdiction of Company and its organization and subsidiaries has the requisite corporate, partnership or limited liability company, or limited partnership company power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Subsidiaries its subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and or to be in good standing that would notnot have, either individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (b) The Company has no subsidiaries except for All the Subsidiariesissued and outstanding shares of capital stock or voting securities of, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest interests in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors subsidiaries have been validly issued and officersare fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of all Liens and transfer restrictions of any kind and nature whatsoever, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other ownership interests, except for such transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws. Except for the capital stock and voting securities of, and other equity interests in, the Company’s subsidiaries, the Company does not own, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organization or other entity.

Organization and Qualification; Subsidiaries. (a) Frankfort First is a corporation duly organized, validly existing and in active status under the Laws of the State of Delaware, and is a registered savings and loan holding company under HOLA. The Bank is a federally chartered capital stock savings and loan association duly organized, validly existing and in good standing under the federal Laws. The deposits of the Bank are insured by the SAIF of the FDIC as permitted by federal Law, and the Bank has paid all premiums and assessments required thereunder. The Bank is a member in good standing of the FHLB of Cincinnati. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), other Frankfort First Subsidiaries is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction state of its organization incorporation. Each of Frankfort First and the Frankfort First Subsidiaries has the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Frankfort First Approvals”) necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. , including appropriate authorizations from the OTS and the FDIC, except where a failure to be so organized, existing and in good standing or to have such power, authority and Frankfort First Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Frankfort First, and neither Frankfort First nor any Frankfort First Subsidiary has received any notice of proceedings relating to the revocation or modification of any Frankfort First Approvals. (b) Each of the Company Frankfort First and the Subsidiaries Bank is duly qualified or licensed as a foreign organization corporation to do conduct business, and is in good standing, standing (or the equivalent thereof) in each jurisdiction where the character of the properties ownedit owns, leased leases or operated by it operates or the nature of its the activities makes it conducts make such qualification or licensing necessary, except for such failures to be so duly qualified or and licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Frankfort First. (bc) The Company has no subsidiaries except A true and complete list of all Subsidiaries of Frankfort First (the “Frankfort First Subsidiaries”), together with (i) Frankfort First’s direct or indirect percentage ownership of each Frankfort First Subsidiary; (ii) the jurisdiction in which the Frankfort First Subsidiaries are incorporated; and (iii) a description of the principal business activities conducted by each Frankfort First Subsidiary, is set forth in the Frankfort First Disclosure Schedule. Frankfort First and/or one or more of the Frankfort First Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Frankfort First Subsidiaries. Except for the SubsidiariesSubsidiaries identified in the Frankfort First Disclosure Schedule, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries Frankfort First does not directly or indirectly own any equity or similar interest in interests in, or any interest convertible, interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other Person. (c) Section 2.1(c) business association or entity other than in the ordinary course of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names in no event in excess of 10% of the Company’s directors and officersoutstanding equity or voting securities of such entity.

Organization and Qualification; Subsidiaries. (a) Each of the The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate, limited liability company, corporate or limited partnership similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and properties and to carry on its business as it is now being conducted, in all material respects. Each of the The Company and the Subsidiaries each Company Subsidiary is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing necessarygood standing necessary or desirable, except for such failures to be so duly qualified qualified, licensed or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to not have a Company Material Adverse Effect. (b) . The Company has no subsidiaries except for made available to Parent complete and correct copies of the SubsidiariesCompany Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and owns no debtstockholders and all actions by written consent taken without a meeting by their respective boards of directors, equity or other similar interest committees thereof and stockholders and accurately reflect in any other Person except for the Subsidiariesall material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor the Subsidiaries have agreed, are obligated to make, any Company Subsidiary is in violation of its organizational or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Persongoverning documents. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each The Company and each subsidiary of the Company and its subsidiaries set forth on Section 2.1(a(a "Subsidiary") of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure(s) to be so organized, existing or in good standing or to have such power and authority would not, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). Each of the The Company and the Subsidiaries each Subsidiary is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures any failure(s) to be so duly qualified or licensed and or in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (b) . The term "Company has no subsidiaries except for Material Adverse Effect" means any change or effect that is or is reasonably likely to be materially adverse to the business, assets, results of operations or financial condition of the Company and the Subsidiaries, taken as a whole, or otherwise materially and owns no debtadversely affects the ability of the Company to consummate the Merger, equity or other similar interest in any other Person except for such changes or effects that may relate solely to the incurrence by the Company of the Company Transaction Expenses and except for such changes or effects that are the result of general economic conditions affecting the Company's industry generally. A true and complete list of all the Subsidiaries. Neither , together with the jurisdiction of incorporation of each Subsidiary and the percentage, if less than one hundred (100%) percent, of the outstanding capital stock of each Subsidiary owned by the Company, is set forth on Schedule 3.01 of the separate Disclosure Schedule previously delivered by the Company nor to Parent (the Subsidiaries have agreed"Company Disclosure Schedule"). Except as set forth on said Schedule 3.01, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries does not directly or indirectly own any equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness association or entity. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Frankfort First is a corporation duly organized, validly existing and in active status under the Laws of the State of Delaware, and is a registered savings and loan holding company under HOLA. The Bank is a federally chartered capital stock savings and loan association duly organized, validly existing and in good standing under the federal Laws. The deposits of the Bank are insured by the SAIF of the FDIC as permitted by federal Law, and the Bank has paid all premiums and assessments required thereunder. The Bank is a member in good standing of the FHLB of Cincinnati. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), other Frankfort First Subsidiaries is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction state of its organization incorporation. Each of Frankfort First and the Frankfort First Subsidiaries has the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Frankfort First Approvals") necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. , including appropriate authorizations from the OTS and the FDIC, except where a failure to be so organized, existing and in good standing or to have such power, authority and Frankfort First Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Frankfort First, and neither Frankfort First nor any Frankfort First Subsidiary has received any notice of proceedings relating to the revocation or modification of any Frankfort First Approvals. (b) Each of the Company Frankfort First and the Subsidiaries Bank is duly qualified or licensed as a foreign organization corporation to do conduct business, and is in good standing, standing (or the equivalent thereof) in each jurisdiction where the character of the properties ownedit owns, leased leases or operated by it operates or the nature of its the activities makes it conducts make such qualification or licensing necessary, except for such failures to be so duly qualified or and licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Frankfort First. (bc) The Company has no subsidiaries except A true and complete list of all Subsidiaries of Frankfort First (the "Frankfort First Subsidiaries"), together with (i) Frankfort First's direct or indirect percentage ownership of each Frankfort First Subsidiary; (ii) the jurisdiction in which the Frankfort First Subsidiaries are incorporated; and (iii) a description of the principal business activities conducted by each Frankfort First Subsidiary, is set forth in the Frankfort First Disclosure Schedule. Frankfort First and/or one or more of the Frankfort First Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Frankfort First Subsidiaries. Except for the SubsidiariesSubsidiaries identified in the Frankfort First Disclosure Schedule, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries Frankfort First does not directly or indirectly own any equity or similar interest in interests in, or any interest convertible, interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other Person. (c) Section 2.1(c) business association or entity other than in the ordinary course of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names in no event in excess of 10% of the Company’s directors and officersoutstanding equity or voting securities of such entity.

Organization and Qualification; Subsidiaries. (a) Each of the The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction of its organization and incorporation. The Company has all the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and Orders ("Company Approvals") necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and Company Approvals would not, individually or in the aggregate, have a Material Adverse Effect. Each of the The Company and the Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for in such failures instances where the failure to be so duly qualified qualified, or licensed and in good standing that or to have such power, authority and Company Approvals would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Each Subsidiary of the Company is a legal entity, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization and has no subsidiaries except for all the Subsidiariesrequisite power and authority, and owns no debtis in possession of all franchises, equity grants, authorizations, licenses, permits, easements, consents, certificates, approvals and Orders (with respect to each such Subsidiary, "Subsidiary Approvals") necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary is duly qualified or other similar interest licensed as a foreign corporation to do business, and is in any other Person except for good standing, in each jurisdiction where the Subsidiaries. Neither character of the Company nor properties owned, leased or operated by it or the Subsidiaries have agreed, are obligated to make, nature of its activities makes such qualification or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personlicensing necessary. (c) Section 2.1(c) of the Company Disclosure Schedule lists sets forth, as of the date hereof, a true and complete list of all jurisdictions of the Company's directly and indirectly owned Subsidiaries, together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's outstanding capital stock or other equity or other interest owned by the Company or another direct or indirect Subsidiary of the Company. Except as set forth in which each Section 2.1(c) of the Company and Disclosure Schedule, neither the Company nor any of its Subsidiaries is qualified to do businessowns any equity or similar interest in, and also lists the names of the Company’s directors and officersor any interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), REIT I is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its organization Maryland and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and and, to the extent applicable, operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries REIT I is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so duly qualified qualified, licensed or licensed and in good standing that would notthat, either individually or in the aggregate, have or would not reasonably be expected to have a REIT I Material Adverse Effect. (b) The Company Each REIT I Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has no subsidiaries the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each REIT I Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the Subsidiariesaggregate, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries would not reasonably be expected to have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Persona REIT I Material Adverse Effect. (c) Section 2.1(c4.1(c) of the REIT I Disclosure Schedule lists all Letter sets forth a true and complete list of the REIT I Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which each of the Company REIT I and the REIT I Subsidiaries is are qualified or licensed to do business, and also lists the names type of and percentage of interest held, directly or indirectly, by REIT I in each REIT I Subsidiary, including a list of each REIT I Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Company’s directors Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and officerseach REIT I Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither REIT I nor any REIT I Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the REIT I Subsidiaries and investments in short-term investment securities). (e) Each of REIT I and the REIT I Operating Partnership is in compliance with the terms of its REIT I Governing Documents in all material respects. (f) REIT I has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the REIT I Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Each of the Company and the its Subsidiaries is duly qualified in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or licensed lease and to carry on its business as a foreign organization to do businessit is now being conducted, and is in good standing, in each jurisdiction except where the character of the properties ownedfailure to have such Approvals could not reasonably be expected to have, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on the Company. (b) The Section 3.1(b) of the Company has no subsidiaries except for Disclosure Schedule contains a complete and accurate list of each of the Company’s Subsidiaries, the jurisdiction of incorporation of each such Subsidiary, and owns no debt, the Company’s equity or other similar interest in any other Person except for the Subsidiariestherein. Neither the Company nor the any of its Subsidiaries have has agreed, are is obligated to make, or are is bound by, by any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, Contract under which they it may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the any of its Subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which The Company and each of the Company and the its Subsidiaries is qualified or licensed to do businessbusiness as a foreign corporation, and also lists is in good standing, under the names laws of all jurisdictions where the nature of their business requires such qualification or license and where the failure to so qualify would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each The Company and each Subsidiary of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation or other entity duly organized, validly existing and and, if such concept is applicable in its jurisdiction of organization, in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, corporate or limited partnership other power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority or approvals would not have a Material Adverse Effect. Each of the The Company and the Subsidiaries each Subsidiary is duly qualified or licensed as a foreign organization corporation to do businessbusiness and, and if such concept is applicable in its jurisdiction of organization, is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, necessary except for such failures to the extent that the failure to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. (b) The Company has no subsidiaries except for A true and complete list of all the Subsidiaries, and owns no debttogether with the jurisdiction of incorporation of each such Subsidiary, equity or other similar interest in any other Person except for the Subsidiaries. Neither percentage of the outstanding capital stock of each such Subsidiary owned by the Company nor and each other Subsidiary is set forth in the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other PersonSEC Reports. Neither the The Company nor the Subsidiaries does not directly or indirectly own any equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness association or entity. (c) Section 2.1(cEach outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Company or another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, preemptive rights, agreements, limitations on the Company's or any such Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever ("Encumbrances") except for Encumbrances which would not have a Material Adverse Effect. (d) The Company does not have any "significant subsidiary" (within the meaning of Rule 1-02(w) of Regulation S-X under the Disclosure Schedule lists all jurisdictions in which each Rules and Regulations of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersExchange Act).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of the State of Indiana and with respect to which no articles of dissolution have been filed. Each of the Company and its subsidiaries set forth on Section 2.1(a) Subsidiaries of the Disclosure Schedule (the “Subsidiaries”), Company is a corporation or other business entity duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization, and each of the jurisdiction of Company and its organization and Subsidiaries has the requisite corporate, limited liability company, corporate or limited partnership other organizational power and authority to own, operate or lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company , and the Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, in each case except for such failures to be so duly qualified or licensed and in good standing that as would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) All of the outstanding shares of capital stock and other equity securities of the Subsidiaries of the Company have been validly issued and are fully paid and nonassessable, and are owned, directly or indirectly, by the Company, free and clear of all pledges and security interests. There are no subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (contingent or otherwise) entitling any Person to purchase or otherwise acquire from the Company or any of its Subsidiaries at any time, or upon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries of the Company. The Company has no subsidiaries except for Disclosure Letter lists the Subsidiaries, name and owns no debt, equity jurisdiction of incorporation or other similar interest in any other Person except for organization of each Subsidiary of the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other PersonCompany. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions Except for interests in which each of its Subsidiaries, neither the Company and the nor any of its Subsidiaries is qualified owns directly or indirectly any capital stock of, or other equity or voting or similar interest (including a joint venture interest) in any Person or has any monetary or other obligation or made any commitment to do business, and also lists the names of the Company’s directors and officersacquire any such interest or make any such investment.

Organization and Qualification; Subsidiaries. The Company was formed on April 22, 2002. Set forth in Schedule 3(a) is a true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization and the percentage of the outstanding capital stock or other equity interests of each such entity that is held by the Company or any of its Subsidiaries. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly own any security or beneficial ownership interest, in any other Person (aincluding through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”)Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the Laws laws of the jurisdiction of its organization in which it is incorporated or organized and has the requisite corporate, partnership, limited liability company, company or limited partnership other organizational power and authority to own, lease and operate own its assets and properties and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries. Each of the Company and the its Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each every jurisdiction where the character in which its ownership of the properties owned, leased or operated by it property or the nature of the business conducted or proposed to be conducted by the Company and its activities makes Subsidiaries will make such qualification or licensing necessary, except for such failures to the extent that the failure to be so duly qualified or licensed and be in good standing that would notcould not have and could not be, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The . Except as set forth in Schedule 3(a), the Company has no subsidiaries except for holds all right, title and interest in and to 100% of the Subsidiaries, and owns no debtcapital stock, equity or similar interests of each of its Subsidiaries, in each case, free and clear of any Liens (as defined below), including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) each subsidiary of the Disclosure Schedule Company (the “Subsidiaries”), a "Subsidiary") is an entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation or formation and has the requisite corporate, limited liability company, power (corporate or limited partnership power otherwise) and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power and authority would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Each of the The Company and the Subsidiaries each Subsidiary is duly qualified or licensed as a foreign organization corporation (or other business entity) to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures any failure to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or be reasonably be expected likely to have a Company Material Adverse Effect. (b) The Company has no subsidiaries except for . A true and complete list of all the Subsidiaries, and owns no debttogether with the jurisdiction of incorporation or formation of each Subsidiary, equity the ownership of the outstanding capital stock or other similar interest in any equity interests of such Subsidiary and the percentage of the outstanding capital stock or other Person except for the Subsidiaries. Neither equity interests of each Subsidiary owned by the Company nor and each other Subsidiary, is set forth in Schedule 3.01 of the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither separate Disclosure Schedule previously delivered by the Company nor to Parent (the Subsidiaries "Company Disclosure Schedule"). Except as disclosed in such Schedule 3.01, the Company does not directly or indirectly own any equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) business association or entity. The Company wholly owns, directly or indirectly, and has full voting and disposition power over all of the Disclosure Schedule lists all jurisdictions in which equity interests of each of the Company and the Subsidiaries is qualified its Subsidiaries. No stock appreciation rights, phantom stock, profit participation or other similar rights with respect to do business, and also lists the names any Subsidiary or any capital stock of the Company’s directors and officersany Subsidiary are authorized or outstanding.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), CCPT V is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the jurisdiction State of its organization Maryland and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries CCPT V is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so duly qualified qualified, licensed or licensed and in good standing that would notthat, either individually or in the aggregate, have or would not reasonably be expected to have a CCPT V Material Adverse Effect. (b) The Company Each CCPT V Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has no subsidiaries the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each CCPT V Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the Subsidiariesaggregate, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries would not reasonably be expected to have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Persona CCPT V Material Adverse Effect. (c) Section 2.1(c4.1(c) of the CCPT V Disclosure Schedule lists all Letter sets forth a true and complete list of the CCPT V Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which each of the Company CCPT V and the CCPT V Subsidiaries is are qualified or licensed to do business, and also lists the names percentage of interest held, directly or indirectly, by CCPT V in each CCPT V Subsidiary, including a list of each CCPT V Subsidiary that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the CompanyCode (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither CCPT V nor any CCPT V Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the CCPT V Subsidiaries and investments in short-term investment securities). (e) CCPT V has made available to CMFT complete and correct copies of the CCPT V Governing Documents, which are in full force and effect as of the date of this Agreement. Each of CCPT V and the CCPT V Operating Partnership is in compliance with the terms of its CCPT V Governing Documents. True and complete copies of CCPT V’s directors and officersthe CCPT V Operating Partnership’s minute books, as applicable, since January 1, 2017 have been made available by CCPT V to CMFT. (f) CCPT V has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CCPT V Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, and to enter into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder. (b) Each of the Company and its subsidiaries set forth on Section 2.1(a) Subsidiaries of the Disclosure Schedule (the “Subsidiaries”)Company is a corporation, is partnership or limited liability company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation or organization, and has the requisite corporate, partnership or limited liability company, or limited partnership company power and authority to own, lease and operate own its assets and properties and to carry on its business as it is now being conducted. . (c) Each of the Company and the its Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each jurisdiction where in which the character ownership of the properties owned, leased or operated by it its property or the nature conduct of its activities makes business requires such qualification or licensing necessaryqualification, except for such any failures to be so duly qualified or licensed and to be in good standing that as would not, either individually or in the aggregate, have or reasonably be expected to have result in a Material Adverse Effect. (bd) Schedule 3.1(d) sets forth the name of each Subsidiary of the Company (whether owned, directly or indirectly, through one or more intermediaries) and each Affiliated Limited Partnership. All of the outstanding shares of capital stock of, or other equity interest in, each of the Subsidiaries owned by the Company are duly authorized, validly issued, fully paid and nonassessable, and are owned, directly or indirectly, by the Company free and clear of all Liens, except as set forth in Schedule 3.1(d). The following information for each Subsidiary and Affiliated Limited Partnership is set forth in Schedule 3.1(d), if applicable: (i) its name and jurisdiction of incorporation or organization, (ii) the type of and percentage interest held by the Company has no subsidiaries except for in the Subsidiary or Affiliated Limited Partnership and the names of and percentage interest held by the other interest holders, if any, in the Subsidiaries, and owns (iii) any loans from the Company to, or priority payments due to the Company from, the Subsidiary or Affiliated Limited Partnerships, and the rate of return thereon. Except as contemplated hereby and as set forth on Schedule 3.1(d), there are no debtexisting options, equity warrants, calls, subscriptions, convertible securities or other similar interest rights, agreements or commitments which obligate the Company or any of the Subsidiaries or Affiliated Limited Partnerships to issue, transfer or sell any shares of capital stock or equity interests in any other Person except for the Subsidiaries. Neither the Company nor of the Subsidiaries have agreedor Affiliated Limited Partnerships except as would not, are obligated individually or in the aggregate, reasonably be expected to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment result in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Persona Material Adverse Effect. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company Company, its domestic subsidiaries and its foreign subsidiaries set forth on Section 2.1(a) incorporated under the laws of the Disclosure Schedule Canada or Mexico (the “Subsidiaries”), "COMPANY DESIGNATED FOREIGN SUBSIDIARIES") is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Company has delivered to Parent a complete and correct list of all of Company's direct and indirect subsidiaries as of the date of this Agreement, indicating the jurisdiction of organization of each subsidiary and Company's equity interest therein. Each of Company, its domestic subsidiaries and each of the Company Designated Foreign Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals, variances, exemptions and orders ("APPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business and the business of its subsidiaries as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Company. Each of Company, its domestic subsidiaries and each of the Company Designated Foreign Subsidiaries is in compliance with the terms of the Approvals and is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Effect on Company. Other than wholly owned subsidiaries, Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries does not directly or indirectly own any material equity or similar interest in in, or any interest convertible, convertible or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness, association or entity. (cb) Section 2.1(c) Each of the Disclosure Schedule lists all jurisdictions foreign subsidiaries of Company that are incorporated under the laws of countries other than Canada or Mexico (the "COMPANY OTHER FOREIGN SUBSIDIARIES") is, to the Company's knowledge, a corporation duly organized, validly existing and in which each good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company Other Foreign Subsidiaries is, to the Company's knowledge, is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business and the business of its subsidiaries as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3(b)) on Company. Each of the Company Other Foreign Subsidiaries is, to the Company's knowledge, in compliance with the terms of the Approvals and is duly qualified or licensed as a foreign corporation to do business, and also lists is in good standing, in each jurisdiction where the names character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect on Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company Parent and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Parent and its subsidiaries is in possession of all Approvals necessary to own, lease and operate the Company properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the Subsidiaries failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Parent and each of its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Parent. (b) The Company Parent has no material subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest corporations identified in any other Person except for the SubsidiariesParent SEC Reports (as hereinafter defined). Neither the Company Parent nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, or are make nor is bound by, by any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, Contract under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company Parent nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, association or entity other than the entities identified in the Parent SEC Reports and also lists the names Parent's limited partnership or limited liability company interests in venture capital funds. Neither Parent nor any of the Company’s directors and officersits subsidiaries directly or indirectly owns, beneficially or of record, any shares of Company Common Stock or other equity interest in Company other than pursuant to this Agreement.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws laws of the its jurisdiction of its organization or formation and has the requisite corporate, partnership or limited liability company, or limited partnership company power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Subsidiaries its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and or to be in good standing that would notnot have, either individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names Exhibit 21.1 of the Company’s directors Annual Report on Form 10-K for the year ended December 31, 2012 identifies, as of the date of this Agreement, each subsidiary of the Company (including its jurisdiction of incorporation or formation). All the issued and officersoutstanding shares of capital stock of, or other equity interests in, each of the Company’s subsidiaries have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of all Liens. Except for the capital stock and voting securities of, and other equity interests in, the Company’s subsidiaries, the Company does not own, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organization or other entity.

Organization and Qualification; Subsidiaries. (a) FMS is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, and is a registered savings and loan holding company under HOLA. FMB is a federally chartered capital stock savings bank duly organized and validly existing under the HOLA. The deposits of FMB are insured by the Deposit Insurance Fund of the FDIC to the extent provided by the FDIA, and FMB has paid all premiums and assessments required thereunder. FMB is a member in good standing of the FHLB of New York. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), other FMS Subsidiaries is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction state of its organization incorporation. Each of FMS and the FMS Subsidiaries has the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“FMS Approvals”) necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. , including appropriate authorizations from the OTS and the FDIC, except where a failure to be so organized, existing and in good standing or to have such power, authority and FMS Approvals would not, individually or in the aggregate, have a Material Adverse Effect on FMS, and neither FMS nor any FMS Subsidiary has received any notice of proceedings relating to the revocation or modification of any FMS Approvals. (b) Each of the Company FMS and the Subsidiaries FMB is duly qualified or licensed as a foreign organization corporation to do conduct business, and is in good standing, standing (or the equivalent thereof) in each jurisdiction where the character of the properties ownedit owns, leased leases or operated by it operates or the nature of its the activities makes it conducts make such qualification or licensing necessary, except for such failures to be so duly qualified or and licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on FMS. (bc) The Company has no subsidiaries except A true and complete list of all Subsidiaries of FMS (the “FMS Subsidiaries”), together with (i) FMS’s direct or indirect percentage ownership of each FMS Subsidiary; (ii) the jurisdiction in which the FMS Subsidiaries are incorporated; and (iii) a description of the principal business activities conducted by each FMS Subsidiary, is set forth in the FMS Disclosure Schedule. FMS and/or one or more of the FMS Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the FMS Subsidiaries. Except for the SubsidiariesSubsidiaries identified in the FMS Disclosure Schedule, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries FMS does not directly or indirectly own any equity or similar interest in interests in, or any interest convertible, interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other Person. (c) Section 2.1(c) business association or entity other than in the ordinary course of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names in no event in excess of 10% of the Company’s directors and officersoutstanding equity or voting securities of such entity.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to do so would not, individually, or in the aggregate, have a Material Adverse Effect. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and its subsidiaries is in good standingpossession of all franchises, in each jurisdiction grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the character of the properties owned, leased or operated by it or the nature of its activities makes failure to have such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that Approvals would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Company. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest corporations identified in any other Person except for Section 2.1(b) of the SubsidiariesCompany Schedule. Neither the Company nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, or are make nor is bound by, by any written, oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-licensesublicense, insurance policy, benefit plan, commitment, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness, association or entity. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which Company and each of the Company and the Subsidiaries its subsidiaries is qualified to do businessbusiness as a foreign corporation, and also lists is in good standing, under the names laws of all jurisdictions where the nature of their business requires such qualification and where the failure to so qualify would have a Material Adverse Effect (as defined in Section 8.3) on Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and has the requisite corporate power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Subsidiary of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization incorporation or organization, as the case may be, and has the requisite corporate, limited liability company, or limited partnership organizational power and authority to own, lease and and, to the extent applicable, operate its assets and properties and to carry on its business as it is now being conducted. Each Subsidiary of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each jurisdiction where the character of the properties owned, operated or leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so duly qualified qualified, licensed or licensed and in good standing that would notthat, either individually or in the aggregate, have or would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(cSchedule 4.1(c) of the Company Disclosure Schedule lists all jurisdictions in which each Letter sets forth a true and complete list of the Subsidiaries of the Company and their respective jurisdictions of incorporation or organization, as the Subsidiaries is case may be, the jurisdictions in which the Company and each Subsidiary of the Company are qualified or licensed to do business, and also lists the names type of and percentage of interest held, directly or indirectly, by the Company in each Subsidiary of the Company, including a list of (i) each Subsidiary of the Company that is a REIT, a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each, a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (each, a “Taxable REIT Subsidiary”), (ii) each Subsidiary of the Company that is an entity taxable as a corporation which is neither a REIT, a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary and (iii) each Subsidiary of the Company in which a Person other than the Company or a Wholly Owned Company Subsidiary holds an equity interest as of the date hereof (the “Majority Equity Joint Ventures”), together with the percentage equity interest in each Majority Equity Joint Venture held by such other Persons. For the avoidance of doubt, a Majority Equity Joint Venture is a Subsidiary of the Company. (d) None of the Acquired Companies, directly or indirectly, owns any equity interest or investment (whether equity or debt) in any Person (other than in (i) the Subsidiaries of the Company, (ii) investments in short-term investment securities, and (iii) equity interests in the Persons set forth on Schedule 4.1(d)(iii) of the Company Disclosure Letter (the “Minority Equity Joint Ventures”)). (e) The Company has made available to Parent complete and correct copies of the Governing Documents. Each of the Company Parties is in compliance with the terms of its Governing Documents in all material respects. True and complete copies of the Company’s directors and officersminute book have been made available by the Company to Parent.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Party is duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization organization, and has the all requisite corporate, corporate or limited liability company, or limited partnership company power and authority to own, lease and operate its assets and properties and to carry on its business businesses as it is now being presently conducted. Each of the Company and the Subsidiaries Party is duly licensed or qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature conduct of its activities makes business requires such qualification licensure or licensing necessaryqualification, except for such failures where the failure to be so duly licensed or qualified or licensed and in good standing that has not had or would notnot reasonably be expected to have, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect in respect of such Company Party. The Caesars Parties have made available to Growth Partners prior to the date hereof, as applicable, complete and accurate copies of the Governing Documents of each Company Party and, to the extent in existence, the stock or interest record book, the minute book and other corporate or similar organizational records of each Company Party. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c6.1(b) of the Caesars Disclosure Schedule sets forth the entire respective authorized and issued and outstanding equity interests of each Company Party and lists all jurisdictions in which each of the direct and indirect Subsidiaries of each Company Party as of the date hereof and as of the date the Restructuring Transactions are consummated (collectively, the “Company Subsidiaries” and each individually, a “Company Subsidiary”) and for each Company Subsidiary, (i) its state of organization, (ii) the type of entity it is, and (iii) the outstanding number and type of its limited liability company interests, shares of capital stock, or other equity interests (or, in the case of the entities to be formed in the Restructuring Transactions, the anticipated number and type of limited liability company interests) and the Subsidiaries owner of such equity interests. Each Company Subsidiary is or will be following the Restructuring Transactions, as applicable, duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, and has or will have following the Restructuring Transactions, as applicable, all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each Company Subsidiary is or will be following the Restructuring Transactions, as applicable, duly licensed or qualified to do businessbusiness and is in good standing in each jurisdiction where the conduct of its business requires such licensure or qualification, and also lists except where the names failure to be so licensed or qualified or in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company’s directors relevant Company Party. The Caesars Parties have made available to Growth Partners prior to the date hereof or will make available to Growth Partners following the Restructuring Transactions with respect to the NewCo LLCs, as applicable, complete and officersaccurate copies of the Governing Documents of each Company Subsidiary and, to the extent in existence, the stock or interest record book, the minute book and other corporate or similar organizational records of each Company Subsidiary.

Organization and Qualification; Subsidiaries. (a) Each of the Company The Parent has been duly organized and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction of its organization incorporation or organization, and has the requisite corporate, limited liability company, or limited partnership power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company Parent and the Subsidiaries subsidiaries of the Parent (each a "Parent Subsidiary") is duly qualified or ----------------- licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would notthat, either individually or in the aggregate, have has no Material Adverse Effect on the Parent. For purposes of this Agreement, "Material Adverse Effect on the Parent" means any state of ------------------------------------- affairs or reasonably change that has had, or will have, a material adverse effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Parent and the Parent Subsidiaries, taken as a whole, or that has materially impaired or will materially impair the ability of the Parent to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, except that none of the following shall be expected deemed in themselves to have constitute a Material Adverse EffectEffect on the Parent: (i) any change in the market price or trading volume of the securities of the Parent after the date hereof, (ii) any change in general economic conditions, (iii) any adverse change involving the e-commerce industry generally, and (iv) transaction costs, taxes, accounting changes, integration costs and other effects that result directly from the announcement or consummation of the transactions contemplated by this Agreement. (b) The Company has no subsidiaries except for Section 4.1(b) of the Parent Disclosure Letter sets forth a complete and correct list of all of the Parent Subsidiaries, their jurisdiction of organization and owns no debt, equity the ownership or other similar interest therein of the Parent and of each other Parent Subsidiary. Neither the Parent nor any Parent Subsidiary holds any interest in any person other Person except for than the Subsidiaries. Neither the Company nor the Parent Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personso listed. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each of the Subsidiaries of the Company is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and each of the Company and its organization and Subsidiaries has the requisite corporate, limited liability company, corporate or limited partnership similar organizational power and authority to own, operate or lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company , and the Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that as would not, either individually or in the aggregate, have have, or reasonably be expected to have have, a Company Material Adverse EffectEffect (as defined in Section 9.3). (b) The Except as disclosed in the Company has no subsidiaries except for SEC Reports (as defined in Section 3.6) filed prior to the Subsidiariesdate of this Agreement, and owns no debtexcept as would not, in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect, (i) all of the outstanding shares of capital stock and other equity securities of the Subsidiaries of the Company are owned, directly or indirectly, by the Company free and clear of all liens, pledges, security interests, or other similar interest in any encumbrances, (ii) all of the outstanding shares of capital stock or other Person except for equity securities of the Subsidiaries. Neither Subsidiaries of the Company nor have been validly issued and are fully paid and nonassessable, (iii) there are no subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (contingent or otherwise) entitling any person to purchase or otherwise acquire from the Company or any of its Subsidiaries at any time, or upon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries have agreedof the Company. There are no outstanding obligations, are obligated contingent or otherwise, of the Company or any of its Subsidiaries to makerepurchase, redeem or otherwise acquire any shares of capital stock or other equity securities, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest securities convertible, exchangeable or exercisable for or into, shares of capital stock or other equity securities of any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names Subsidiary of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each Old NHT is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), trust which is duly organizedformed, validly existing and in good standing under the Laws of the Province of Ontario and has elected to be treated as a real estate investment trust for U.S. federal income Tax purposes. Upon its formation and at the time of the Company Merger Effective Time, New NHT will be a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. NHT Intermediary is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. NHT Holdings is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. NHT OP is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each other Company Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept), as applicable, under the Laws of the jurisdiction of its organization incorporation or organization, except where the failure to be so existing and in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary has the requisite corporate, limited liability company, trust or limited partnership corporate power and authority authority, as the case may be, to own, lease and operate its properties and assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction except where the character of the properties owned, leased or operated by it or the nature of its activities makes failure to have such qualification or licensing necessary, except for such failures to be so duly qualified or licensed power and in good standing that authority would not, either individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. The Company, NHT Intermediary, NHT Holdings, NHT OP and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction (with respect to jurisdictions that recognize such concept) where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The Company has no subsidiaries except for made available to NXDT true and complete copies of (i) Old NHT’s declaration of trust, together with all amendments and supplements thereto (the “Declaration of Trust”), (ii) drafts of the articles of incorporation (the “Company Charter”) and bylaws (the “Company Bylaws”) of New NHT that will be adopted as the governing documents of New NHT upon its formation (iii) the NHT Intermediary LLC Agreement and the certificate of formation of NHT Intermediary, together with all amendments and supplements thereto, (iv) the NHT Holdings LLC Agreement and the certificate of formation of NHT Holdings, together with all amendments and supplements thereto, (v) the NHT OP LLC Agreement and the certificate of formation of NHT OP, together with all amendments and supplements thereto, and (vi) the Organizational Documents of each of the Company Subsidiaries, in each case as in effect as of the date hereof, and owns no debttogether with all amendments thereto. Each of the Declaration of Trust, equity or other similar interest the NHT Intermediary LLC Agreement, the NHT Holdings LLC Agreement, the NHT OP LLC Agreement and the Organizational Documents of the Company Subsidiaries was duly adopted and is in full force and effect, and the Company Charter and the Company Bylaws will be in full force and effect upon the formation of New NHT, and neither the Company, NHT Intermediary, NHT Holdings, NHT OP nor any of the Company Subsidiaries, as applicable, is in violation in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking material respect of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither of the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personprovisions of such documents. (c) Section 2.1(c4.1(c) of the Company Disclosure Schedule lists all jurisdictions in which each Letter sets forth a true and complete list of the Company and Subsidiaries, together with (i) the Subsidiaries is qualified to do businessjurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary, and also lists (ii) the names type and percentage of interest held, directly or indirectly by the Company or a Company Subsidiary and any other Person, as applicable, in each Company Subsidiary. Except as set forth on Section 4.1(c) of the Company’s directors and officersCompany Disclosure Letter, neither the Company nor any Company Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other entity, other than in the Company Subsidiaries.

Organization and Qualification; Subsidiaries. The Company was formed on April 12, 2005. Set forth in Schedule 3(a) is a true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization and the percentage of the outstanding capital stock or other equity interests of each such entity that is held by the Company or any of its Subsidiaries. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly or indirectly own any security or beneficial ownership interest, in any other Person (aincluding through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”)Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the Laws laws of the jurisdiction of its organization in which it is incorporated or organized and has the requisite corporate, partnership, limited liability company, company or limited partnership other organizational power and authority to own, lease and operate own its assets and properties and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries. Each of the Company and the its Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each every jurisdiction where the character in which its ownership or lease of the properties owned, leased or operated by it property or the nature of the business conducted or proposed to be conducted by the Company and its activities makes Subsidiaries will make such qualification or licensing necessary, except for such failures to the extent that the failure to be so duly qualified or licensed and be in good standing that would notcould not have and could not be, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The . Except as set forth in Schedule 3(a), the Company has no subsidiaries except for holds all right, title and interest in and to 100% of the Subsidiaries, and owns no debtcapital stock, equity or similar interests of each of its Subsidiaries, in each case, free and clear of any Liens, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) All of the Disclosure Schedule lists all jurisdictions in which outstanding shares of capital stock of each of the Company Subsidiary have been duly authorized and the Subsidiaries is qualified to do businessvalidly issued, and also lists the names of the Company’s directors are fully paid and officersnonassessable.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”)Subsidiaries is a corporation, is limited liability company, partnership or other entity duly organized, organized and validly existing and and, where applicable, in good standing standing, under the Laws laws of the jurisdiction of its organization and has the requisite corporate, limited liability company, corporate or limited partnership other power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the its Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and and, where applicable is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregateaggregate with similar failures, have or reasonably be expected to have a Material Adverse EffectEffect (as defined in Section 8.7(f)) on the Company. (b) The Section 2.1(b) of the Company has no subsidiaries except for Disclosure Letter sets forth a true and complete list as of the date of this Agreement of each of the Company's Subsidiaries, the jurisdiction of organization of each such Subsidiary, and owns no debt, the Company's equity or other similar interest in any other Person except for the Subsidiariestherein. Neither the Company nor the any of its Subsidiaries have has agreed, are is obligated to make, or are is bound by, by any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, Contract under which they it may become obligated to make, make any future investment in in, or capital contribution to or loan to, any entity other Personthan the Company or one of its Subsidiaries. Neither All the outstanding shares of capital stock of, or other equity interests in each Subsidiary of the Company have been validly issued, are fully paid and nonassessable and are owned, directly or indirectly, by the Company, free and clear of all Liens (as defined in Section 2.3(c)), except restrictions on transfer arising under applicable securities law. As of the date hereof, neither the Company nor the any of its Subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any Person (other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names than a Subsidiary of the Company’s directors and officers).

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), The Seller is a company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of Wisconsin, and is registered as a savings and loan holding company under the Home Owners' Loan Act ("HOLA"). Each subsidiary of the Seller ("Seller Subsidiary" or, collectively, "Seller Subsidiaries") is a federally-chartered savings bank or a corporation duly organized, validly existing and in good standing under the laws of the state of its organization incorporation. Each of the Seller and the Seller Subsidiaries has the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Seller Approvals") necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of , including, without limitation, appropriate authorizations from the Company Federal Deposit Insurance Corporation (the "FDIC") and the Subsidiaries Office of Thrift Supervision ("OTS"), and neither the Seller nor any Seller Subsidiary has received any notice of proceedings relating to the revocation or modification of any Seller Approvals, except in each case where the failure to be so organized, existing and in good standing or to have such power, authority, Seller Approvals and revocations or modifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on the Seller and the Seller Subsidiaries, taken as a whole. (b) The Seller and each Seller Subsidiary is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for where such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on the Seller and the Seller Subsidiaries, taken as a whole. (bc) The Company has no subsidiaries except A true and complete list of all of the Seller Subsidiaries, together with (i) the Seller's percentage ownership of each Seller Subsidiary and (ii) laws under which the Seller Subsidiary is incorporated, is set forth on Section 2.1(c) of the Seller Disclosure Schedule. Except as set forth on Section 2.1(c) of the Seller Disclosure Schedule, the Seller and/or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Seller Subsidiaries. Except for the Subsidiariessubsidiaries set forth on Section 2.1(c) of the Seller Disclosure Schedule, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries Seller does not directly or indirectly own any equity or similar interest in interests in, or any interest convertible, interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness association or entity other than in the ordinary course of business, and in no event in excess of 5% of the outstanding equity securities of such entity. (cd) Section 2.1(cAs used in this Agreement, the term "Material Adverse Effect" means, with respect to the Company or the Seller, as the case may be, any effect that (i) is material and adverse to the business, assets, liabilities, results of the Disclosure Schedule lists all jurisdictions in which each operations or financial condition of the Company and the Company Subsidiaries is qualified taken as whole or the Seller and the Seller Subsidiaries taken as a whole, respectively, or (ii) materially impairs the ability of the Company or the Seller to do businessconsummate the transactions contemplated hereby; provided, however, that Material Adverse Effect shall not be deemed to include the impact of (a) actions contemplated by this Agreement, (b) changes in laws and regulations or interpretations thereof that are generally applicable to the banking or savings industries, (c) changes in generally accepted accounting principles that are generally applicable to the banking or savings industries, (d) reasonable expenses incurred in connection with the transactions contemplated hereby, and also lists (e) changes attributable to or resulting from changes in general economic conditions affecting banks, savings institutions or their holding companies generally, including changes in the names prevailing level of the Company’s directors and officersinterest rates.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the Subsidiaries properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Company. Each of Company and its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Company. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest corporations identified in any other Person except for Section 2.1(b) of the SubsidiariesCompany Schedule. Neither the Company nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, or are make nor be bound by, by any written, oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-licensesublicense, insurance policy, benefit plan, commitment, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names association or entity, other than passive investments in equity interests of the public companies constituting less than 5% interests therein as part of Company’s directors and officers's cash management program.

Organization and Qualification; Subsidiaries. (a) Each of the The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each of the Company's Significant Subsidiaries (as defined herein) is a corporation duly organized, validly existing and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, in good standing under the laws of the jurisdiction of its organization incorporation. The Company and each of its subsidiaries has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, operate or lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company , and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction where in which the character nature of its business or the properties owned, operated or leased or operated by it or the nature of its activities makes such qualification qualification, licensing or licensing good standing necessary, except for where the failure to have such failures power or authority, or the failure to be so duly qualified qualified, licensed or licensed and in good standing that standing, would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (b) financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole. The Company has no subsidiaries except for heretofore made available to Parent and the Subsidiaries, Purchaser a complete and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) correct copy of the Disclosure Schedule lists all jurisdictions in which certificate of incorporation and the by-laws or comparable organizational documents, each as amended to the date hereof, of the Company and the each of its Significant Subsidiaries is qualified to do business, and also lists the names has made available a complete and correct copy of the Company’s directors and officers.Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of any person means the subsidiaries identified on Section 4.02 of the Company Disclosure Schedule as a

Organization and Qualification; Subsidiaries. (a) Each of the Company Coors and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, partnership or limited partnership similar power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except, as related to the Subsidiaries of Coors, where the failure to do so has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Coors. Each of Coors and its Subsidiaries is in possession of all Approvals from all Governmental Entities necessary to own, lease and operate the Company properties it purports to own, operate or lease and to lawfully carry on its business as now conducted, except where the failure to have such Approvals has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Coors. (b) Coors has no material Subsidiaries except those identified to Molson prior to the date hereof. (c) All of the outstanding capital stock of, or other equity securities or ownership interests in, each Subsidiary of Coors, is owned by Coors, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity securities or ownership interests). There are no outstanding (i) securities of Coors or its Subsidiaries convertible into or exchangeable for capital stock or other equity securities or ownership interests in any Subsidiary of Coors or (ii) except for employee or director stock options issued pursuant to the Coors Equity Plans, options or other rights to acquire from Coors or any of its Subsidiaries, or other obligation of Coors or any of its Subsidiaries to issue, any capital stock or other equity securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other equity securities or ownership interests in, any Subsidiary of Coors. There are no outstanding obligations of Coors or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the items referred to in clauses (i) and (ii) above. (d) Neither Coors nor any of its Subsidiaries has agreed nor is it obligated to make nor is it bound by any Contract under which it may become obligated to acquire any material equity interest or investment in, or make any material capital contribution to, any Person (other than a wholly-owned Subsidiary of Coors). Neither Coors nor any of its Subsidiaries directly or indirectly owns any material interest or investment (whether equity or debt) nor has any rights to acquire any material interest or investment in any Person (other than a Subsidiary of Coors). (e) Coors and each of its Subsidiaries is duly qualified or licensed to do business as a foreign organization to do businesscorporation or other foreign legal entity, and is in good standing, in each jurisdiction under the Laws of all jurisdictions where the character of the properties owned, leased or operated by it or the nature of its activities makes business requires such qualification or licensing necessaryqualification, except for such failures those jurisdictions where the failure to be so duly qualified or licensed and in good standing that would notqualified, either individually or in the aggregate, have or has not had and would not be reasonably be expected to have have, individually or in the aggregate, a Material Adverse EffectEffect on Coors. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction State of its organization Maryland and has the requisite corporate, limited liability company, or limited partnership corporate power and authority and any necessary governmental authorization to own, lease and and, to the extent applicable, operate its assets and properties and to carry on conduct its business as it is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing (with respect to jurisdictions which recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its activities business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for such failures those jurisdictions where the failure to be so duly qualified or licensed and or to be in good standing that would not, either individually or in the aggregate, have or not reasonably be expected to have a Company Material Adverse Effect. Company has made available to Parent, true and complete copies of any amendments or supplements to the Company Governing Documents and the Company OP Governing Documents. Company is in compliance with the terms of the Company Governing Documents in all material respects. Company Operating Partnership is in compliance with the terms of the Company OP Governing Documents in all material respects. True and complete copies of Company’s and Company Operating Partnership’s minute books and other corporate and partnership records, as applicable, have been made available by Company to Parent. (b) Section 3.1(b) of the Company Disclosure Letter sets forth a true and complete list, in each case without giving effect to the Company Reorganization, of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which Company owns any direct or indirect voting, capital, profits or other beneficial interest (excluding the Excluded Business, “Other Company Subsidiary”), together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial interest held, directly or indirectly, by Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary and each Other Company Subsidiary and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (c) Each Company Subsidiary (i) is duly organized, validly existing, in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the jurisdiction of its organization and is in compliance in all material respects with the terms of its constituent organizational or governing documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. (bd) The Except as set forth in Section 3.1(d) of the Company has no subsidiaries except for Disclosure Letter, as of the date hereof, neither Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries, and owns no debt, equity Other Company Subsidiaries or other similar interest the Excluded Business) in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking aggregate in excess of any nature, under which they may become obligated to make, any future investment $250,000 in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personfair market value. (ce) Section 2.1(c3.1(e) of the Company Disclosure Schedule lists all jurisdictions in which Letter sets forth a true and complete list of each Company Subsidiary that is a REIT within the meaning of Sections 856 through 860 of the Company and Code, a “qualified REIT subsidiary” within the Subsidiaries is qualified to do business, and also lists the names meaning of Section 856(i)(2) of the Company’s directors and officersCode (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company 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 and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where any such failure to be so qualified or in good standing would not, individually or in the aggregate, constitute a Company Material Adverse Effect. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Company’s Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and organization. Each of the Company’s Subsidiaries has the all requisite corporate, limited liability company, corporate or limited partnership similar power and authority to own, lease and operate its properties and assets and properties and to carry on its business as it presently conducted and is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing as a foreign corporation or other relevant legal entity in each jurisdiction where the character of the properties ownedownership, leased leasing or operated by it or the nature operation of its activities makes assets or properties or conduct of its business requires such qualification or licensing necessaryqualification, except for such failures where any failure to be so duly qualified or licensed and in good standing that standing, or to have such power or authority, would not, either individually or in the aggregate, have or reasonably be expected to have constitute a Company Material Adverse Effect. The Company has made available to Parent prior to the date hereof true, complete and correct copies of the certificate of incorporation and bylaws (or equivalent organizational and governing documents) of the Company and each non-wholly-owned domestic Subsidiary thereof, each as amended through the date hereof. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither Section 3.1(b) of the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking Disclosure Letter sets forth a true and complete list of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither each Significant Subsidiary of the Company nor as of the Subsidiaries directly date hereof, each such Significant Subsidiary’s jurisdiction of organization and its authorized, issued and outstanding equity interests (including partnership interests and limited liability company interests) that are not owned by the Company or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personone of its Subsidiaries. (c) Section 2.1(cAll equity interests (including partnership interests and limited liability company interests) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors Significant Subsidiaries held by the Company or one of its other Subsidiaries are duly authorized, validly issued, fully paid and officersnonassessable, are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right and are free and clear of any Liens, other than Permitted Liens and Liens solely in favor of the Company and/or any of the Company’s wholly-owned Subsidiaries.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Parent is a real estate investment trust duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its organization Maryland and has the requisite corporate, limited liability company, or limited partnership organizational power and authority to own, lease and and, to the extent applicable, operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries Parent is duly qualified or licensed to do business as a foreign organization to do businessreal estate investment trust, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so duly qualified qualified, licensed or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect. (b) The Company Each Parent Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has no subsidiaries the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Parent Subsidiary is duly qualified or licensed to do business as a foreign corporation, company or partnership, as applicable, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the Subsidiariesaggregate, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries reasonably be expected to have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Persona Parent Material Adverse Effect. (c) Section 2.1(c5.1(c) of the Parent Disclosure Schedule lists all jurisdictions in which each Letter sets forth a true and complete list of the Company Parent Subsidiaries and their respective jurisdiction of incorporation or organization, as the case may be, and the type of and percentage of interest held, directly or indirectly, by Parent in each Parent Subsidiary, including a list of each Parent Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and each Parent Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersinvestments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Each Except as set forth in Section 2.1(a) of the Company Disclosure Letter, each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, organized and validly existing and and, where applicable, in good standing standing, under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the Subsidiaries properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, be material to the Company. Each of the Company and its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and and, where applicable is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on the Company. (b) The Section 2.1(b) of the Company has no subsidiaries except for Disclosure Letter lists each of the SubsidiariesCompany's subsidiaries, the jurisdiction of incorporation of each such subsidiary, and owns no debt, the Company's equity or other similar interest therein. Except as set forth in any other Person except for the Subsidiaries. Neither Section 2.1(b) of the Company Disclosure Letter, neither Company nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, make nor is bound by any written or are bound by, any written, oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-licensesublicense, insurance policy, benefit plan, commitment, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither Other than Company's interests in its subsidiaries, and except as set forth in Section 2.1(b) of the Company Disclosure Letter, neither Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersassociation or entity.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), SST IV is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the jurisdiction State of its organization Maryland and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries SST IV is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so duly qualified qualified, licensed or licensed and in good standing that would notthat, either individually or in the aggregate, have or would not reasonably be expected to have a SST IV Material Adverse Effect. (b) The Company Each SST IV Subsidiary (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and (ii) has no subsidiaries the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each SST IV Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the Subsidiariesaggregate, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries would not reasonably be expected to have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Persona SST IV Material Adverse Effect. (c) Section 2.1(c4.1(c) of the SST IV Disclosure Schedule lists all Letter sets forth a true and complete list of the SST IV Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which each of the Company SST IV and the SST IV Subsidiaries is are qualified or licensed to do business, and also lists the names percentage of interest held, directly or indirectly, by SST IV in each SST IV Subsidiary, including a list of each SST IV Subsidiary that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Company’s directors Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (each a “Taxable REIT Subsidiary”) and officers(iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”)Parent is an exempted company, is duly organized, validly existing and in good standing or similar concept under the Laws of Bermuda. Amalgamation Sub is a Bermuda exempted company, duly organized, validly existing and in good standing or similar concept under the Laws of Bermuda. Each Parent Group Company (other than Parent and Amalgamation Sub) is an exempted company, corporation, limited liability company, limited partnership or other applicable business entity duly organized, validly existing and in good standing or similar concept (if applicable) under the Laws of its jurisdiction of its organization and formation, except for such failures to be in good standing that would not reasonably be expected to be material to the Parent Group Companies taken as a whole. Each Parent Group Company has the requisite company or corporate, limited liability company, or limited partnership or other applicable business entity power and authority to own, lease and operate its assets and properties and to carry on its business businesses as it is now being presently conducted. Each Amalgamation Sub has not engaged in any business since it was incorporated which is not in connection with this Agreement. All of the outstanding shares of Amalgamation Sub are validly issued, fully paid and nonassessable and owned of record and beneficially by Bayshore Holdings Ltd., free and clear of all Liens. Parent has delivered to the Company complete and correct copies of Parent’s and Amalgamation Sub’s respective Governing Documents in effect as of the Subsidiaries Original Agreement Date, and neither Parent nor Amalgamation Sub is in material violation of any of the provisions of its respective Governing Documents. (b) Each Parent Group Company is duly qualified or licensed as a foreign organization to do business, transact business and is in good standing, standing or similar concept (if applicable) in each jurisdiction where in which the character of the properties property and assets owned, leased or operated by it it, or the nature of its activities the business conducted by it, makes such qualification or licensing necessary, except for in such failures jurisdictions where the failure to be so duly qualified or licensed and in good standing that or similar concept would not, either individually or in the aggregate, have or not reasonably be expected to have a Parent Material Adverse Effect. (bc) The Company has no subsidiaries except Parent conducts its insurance operations through its Subsidiaries set forth in Schedule 5.1(c) (which, for the avoidance of doubt, excludes service companies, holding companies and other intermediary companies) (collectively, the “Parent Insurance Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries”). Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) Each of the Disclosure Schedule lists all jurisdictions Parent Insurance Subsidiaries is, where required, (i) duly licensed or authorized as an insurance company in which its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company or is an eligible excess or surplus lines insurer, in each other jurisdiction where it is required to be so licensed, authorized or eligible and (iii) duly authorized or eligible in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Company and Parent Statutory Financial Statements, except where the failure to be so licensed, authorized or eligible would not reasonably be expected to be material to the Parent Insurance Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officerstaken as a whole.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conductedconducted except where the failure to be so organized or have such power and authority would not, individually or in the aggregate, have a Material Adverse Effect on Company or its subsidiaries, as applicable. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the Subsidiaries properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not have, either individually or in the aggregate, a Material Adverse Effect (as defined in Section 9.3(b)(ii)), on Company or its subsidiaries, as applicable. Each of Company and its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that have not had, and would notnot reasonably be expected to have, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Company or its subsidiaries, as applicable. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiariessubsidiaries. Neither the Company nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, or are make nor be bound by, by any written, oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-licensesublicense, insurance policy, benefit plan, commitment, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "Contract") under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersassociation or entity.

Organization and Qualification; Subsidiaries. (a) Each of the Company Parent and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. A complete and correct list of all of Parent's direct and indirect subsidiaries and their respective jurisdictions of organization is attached as Exhibit 21.1 to Parent's Annual Report on Form 10-K for the year ended December 31, 2000 ("Exhibit 21.1") as filed with the SEC and there have been no material changes to Parent's interest in such subsidiaries since December 31, 2000. Each of Parent and its subsidiaries is in possession of all Approvals necessary to own, lease and operate the Company properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the Subsidiaries failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Company has no subsidiaries except for Effect on Parent. Other than Merger Sub and those entities listed on Exhibit 21.1 or in the SubsidiariesParent Disclosure Letter, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries Parent does not directly or indirectly own any equity or similar interest in in, or any interest convertible, convertible or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersassociation or entity.

Organization and Qualification; Subsidiaries. (a) Each The Company and each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws laws of the jurisdiction of its organization in which it is organized and has the requisite corporatecorporate or other power, limited liability companyas the case may be, or limited partnership power and authority to own, lease and operate its assets and properties and to carry on conduct its business as it is now being conducted, except for those jurisdictions where the failure to be so organized, existing or in good standing would not or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each The Company and each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing (with respect to jurisdictions which recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its activities business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for such failures those jurisdictions where the failure to be so duly qualified or licensed and or to be in good standing that would notnot reasonably be expected to have, either individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to or made available to Parent and Purchaser prior to the execution of this Agreement true and complete copies of any amendments to its certificate of incorporation or bylaws not filed as of the date hereof with the Securities and Exchange Commission (the “SEC”). The Company is in compliance with the terms of its certificate of incorporation or bylaws. (b) The Company has no subsidiaries except Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, includes all the Company Subsidiaries that, as of the date of this Agreement, are “Significant Subsidiaries” (as defined in Rule 1-02 of Regulation S-X of the SEC). All outstanding shares of capital stock of, or other Equity Interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company, free and clear of any Liens, other than Permitted Liens and such Liens as would not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Other than the Company Subsidiaries, and owns no debt, equity the Company does not directly or other similar interest indirectly beneficially own any Equity Interests in any other Person except for non-controlling investments made in the Subsidiaries. Neither ordinary course of business in entities which are not individually or in the Company nor the Subsidiaries have agreed, are obligated aggregate material to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Company Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersas a whole.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), NXDT is a statutory trust duly organizedformed, validly existing and in good standing under the Laws of the jurisdiction State of its organization and has the requisite corporate, Delaware. NXDT Intermediary is a limited liability companycompany duly formed, or validly existing and in good standing under the Laws of the State of Delaware. NXDT OP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. NXDT Merger Sub is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each of NXDT, NXDT Intermediary, NXDT OP and NXDT Merger Sub has requisite statutory trust or other legal entity, as the case may be, power and authority to own, lease and operate its properties and assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction except where the character of the properties owned, leased or operated by it or the nature of its activities makes failure to have such qualification or licensing necessary, except for such failures to be so duly qualified or licensed power and in good standing that authority would not, either individually or in the aggregate, have or reasonably be expected to have a NXDT Material Adverse Effect. Each of NXDT, NXDT Intermediary, NXDT OP and NXDT Merger Sub is duly qualified to do business and is in good standing in each jurisdiction (with respect to jurisdictions that recognize such concept) where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a NXDT Material Adverse Effect. (b) The NXDT has made available to the Company has no subsidiaries except for true and complete copies of the Subsidiariescertificate of trust of NXDT, the declaration of trust of NXDT, the bylaws of NXDT, the certificate of formation of NXDT Intermediary, NXDT Intermediary LLC Agreement, the certificate of limited partnership of NXDT OP, the NXDT OP LP Agreement, the certificate of formation of NXDT Merger Sub and NXDT Merger Sub LLC Agreement. Each of the certificate of trust of NXDT, the declaration of trust of NXDT, the bylaws of NXDT, the certificate of formation of NXDT Intermediary, the NXDT Intermediary LLC Agreement, the certificate of limited partnership of NXDT OP, the NXDT OP LP Agreement, the certificate of formation of NXDT Merger Sub and the NXDT Merger Sub LLC Agreement was duly adopted and is in full force and effect, and owns no debtneither NXDT, equity or other similar interest NXDT Intermediary, NXDT OP nor NXDT Merger Sub is in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking violation of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither of the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personprovisions of such documents. (c) Section 2.1(c) NXDT Intermediary was formed solely for the purpose of engaging in transactions contemplated by this Agreement, and NXDT Intermediary has conducted no business prior to the Disclosure Schedule lists all jurisdictions in which each of date hereof and has no, and prior to the Company Merger Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Subsidiaries is qualified to do businesstransactions contemplated by this Agreement. (d) NXDT Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, and also lists NXDT Merger Sub has conducted no business prior to the names date hereof and has no, and prior to the Operating Partnership Merger Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Company’s directors and officerstransactions contemplated by this Agreement.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), TeleCorp is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the jurisdiction State of its organization Delaware and has all the requisite corporate, limited liability company, or limited partnership corporate power and authority necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries TeleCorp is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a TeleCorp Material Adverse Effect. (b) The Company has no subsidiaries except for All of the shares of capital stock of each Subsidiary of TeleCorp are owned by TeleCorp or by a Subsidiary of TeleCorp (other than director's qualifying shares in the case of foreign Subsidiaries), and owns are validly issued, fully paid and non-assessable, and there are no debtoutstanding subscriptions, equity options, calls, contracts, voting trusts, proxies or other similar interest in commitments, understandings, restrictions, arrangements, rights or warrants with respect any other Person except for the Subsidiaries. Neither the Company nor the such Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personstock. (c) Section 2.1(c) Each Subsidiary of TeleCorp is a legal entity, duly incorporated or organized, validly existing and in good standing under the Disclosure Schedule lists laws of its respective jurisdiction of incorporation or organization and has all jurisdictions in which each the requisite power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary of the Company and the Subsidiaries TeleCorp is duly qualified or licensed as a foreign corporation to do business, and also lists is in good standing, in each jurisdiction where the names character of the Company’s directors and officersproperties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a TeleCorp Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Caesars Party is duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization organization, and has the all requisite corporate, corporate or limited liability company, or limited partnership company power and authority to own, lease and operate its assets and properties and to carry on its business businesses as it is now being presently conducted. Each of the Company and the Subsidiaries Caesars Party is duly licensed or qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature conduct of its activities makes business requires such qualification licensure or licensing necessaryqualification, except for such failures where the failure to be so duly licensed or qualified or licensed and in good standing that or to have such power or authority has not had or would notnot reasonably be expected to have, either individually or in the aggregate, have a material adverse effect on the Transferred Assets taken as a whole. CEC has made available to Growth Partners prior to the date hereof, as applicable, complete and accurate copies of the Governing Documents of each Transferred Asset comprised of equity and, to the extent in existence, the stock or reasonably be expected to have a Material Adverse Effectinterest record book, the minute book and other corporate or similar organizational records of each such Transferred Asset. (b) The Company has no subsidiaries except for At the SubsidiariesClosing, PHWLV will be duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and owns no debtwill have all requisite corporate or limited liability power and authority to own, equity lease and operate its respective properties and to carry on its businesses as presently conducted. At the Closing, PHWLV will be duly licensed or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do businessbusiness and will be in good standing in each jurisdiction where the conduct of its business requires such licensure or qualification, except where the failure to be so licensed or qualified or in good standing or to have such power or authority has not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Assets taken as a whole. PHWLV shall have engaged in no business other than holding the assets and liabilities owned by PHW Las Vegas immediately prior to the contribution and assignment referred to in Section 10.3(c), and also lists shall at the names Closing have good and marketable title to such assets and liabilities, free and clear of the Company’s directors and officersany Liens, other than Permitted Liens.

Organization and Qualification; Subsidiaries. (a) Each of the Company has been duly organized and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is duly organized, validly existing and in good standing under the Laws of the jurisdiction State of its organization Delaware and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets properties and to carry on its business as it is now being conducted. Each Subsidiary of Company (a "COMPANY SUBSIDIARY") has been duly organized and is validly existing and in "good standing" (with respect to jurisdictions that recognize the concept of good standing or similar concepts) under the Laws of the jurisdiction in which it is incorporated or chartered and has the requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each of the Company and the Company Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in "good standing" (with respect to jurisdictions that recognize the concept of good standing or similar concepts), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Company has no subsidiaries except for the Subsidiariesdoes not own, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own indirectly, any equity or similar interest in in, or any interest convertible, convertible or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership or joint venture arrangement, other business entity or other Person. (c) Section 2.1(c. Schedule 4.01(b) of the Company Disclosure Schedule lists all jurisdictions in which each sets forth the percentage of the equity or similar interest in each such corporation, partnership or joint venture arrangement, other business entity or other Person owned by Company and the Company Subsidiaries is qualified to do businessand, if applicable, other Persons. All outstanding shares of capital stock of each such corporation, partnership or joint venture arrangement, other business entity or other Person are duly authorized, validly issued, fully paid and also lists the names nonassessable. All of the Company’s directors outstanding shares of capital stock of each Company Subsidiary are owned by Company free and officersclear of all Encumbrances. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments, arrangements, or agreements of any character relating to the issued or unissued capital stock or other securities of any such Company Subsidiary, or otherwise obligating Company or any such Company Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of The Commonwealth of Massachusetts and with respect to which no articles of dissolution have been filed. Each of the Company and its subsidiaries set forth on Section 2.1(a) Subsidiaries of the Disclosure Schedule (the “Subsidiaries”), Company is a corporation or other business entity duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization, and each of the jurisdiction of Company and its organization and Subsidiaries has the requisite corporate, limited liability company, corporate or limited partnership other organizational power and authority to own, operate or lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company , and the Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, in each case except for such failures to be so duly qualified or licensed and in good standing that as would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) All of the outstanding shares of capital stock and other equity securities of the Subsidiaries of the Company have been validly issued and are fully paid and nonassessable, and are owned, directly or indirectly, by the Company, free and clear of all pledges and security interests, except for a de minimis number of shares of capital stock of certain Subsidiaries that, due to the requirements of local law, must be held by the managing director (or other Person with comparable duties or responsibilities) of the Subsidiary who resides in the jurisdiction of incorporation. There are no subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (contingent or otherwise) entitling any Person to purchase or otherwise acquire from the Company or any of its Subsidiaries at any time, or upon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries of the Company. The Company has no subsidiaries except for Disclosure Letter lists the Subsidiaries, name and owns no debt, equity jurisdiction of incorporation or other similar interest in any other Person except for organization of each Subsidiary of the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other PersonCompany. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions Except for interests in which each of its Subsidiaries, neither the Company and the nor any of its Subsidiaries is qualified owns directly or indirectly any capital stock of, or other equity or voting or similar interest (including a joint venture interest) in any Person or has any monetary or other obligation or made any commitment to do business, and also lists the names of the Company’s directors and officersacquire any such interest or make any such investment.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws laws of the its jurisdiction of its organization or formation and has the requisite corporate, partnership or limited liability company, or limited partnership company power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Subsidiaries its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and or to be in good standing that would notnot reasonably be expected to have, either individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Section 3.1(a) of the Company Disclosure Letter lists each subsidiary of the Company and its jurisdiction of formation or incorporation. (b) The Company has no subsidiaries except for All the Subsidiariesissued and outstanding shares of capital stock of, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest interests in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors subsidiaries have been validly issued and officersare fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of all Liens. Except for the capital stock and voting securities of, and other equity interests in, the Company’s subsidiaries, the Company does not own, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organization or other entity.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Hycor is a corporation duly organized, validly existing and in good standing under the Laws laws of the state of Delaware and is qualified to do business and in good standing as a foreign corporation in each jurisdiction of its organization and where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing is not reasonably likely to have a Material Adverse Effect on Hycor. Hycor has the requisite corporate, limited liability company, or limited partnership corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction except where the character of the properties ownedfailure to have such power or authority and governmental approvals is not reasonably likely, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, to have a Material Adverse Effect on Hycor. Hycor has heretofore made available to Stratagene a complete and correct copy of its certificate of incorporation (including all certificates of determination or the equivalent thereof) and bylaws, each as amended to the date hereof (the “Certificate of Incorporation” and “bylaws,” respectively). Such Certificate of Incorporation and bylaws are in full force and effect. Hycor is not in violation of any provision of its Certificate of Incorporation or bylaws. (b) Section 2.1(b) of the Hycor Disclosure Schedule sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each Person that is a subsidiary of Hycor (for purposes of this Section 2.1(b), each a “Hycor Subsidiary”). Except for the Hycor Subsidiaries, Hycor does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business or other Person, other than publicly traded securities constituting less than one percent of the outstanding equity of the issuing entity. Except as set forth in Section 2.1(b) of the Hycor Disclosure Schedule, all outstanding capital stock or other ownership interest of each Hycor Subsidiary is, directly or indirectly, owned (of record and beneficially) by Hycor free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Hycor Subsidiary to any Person except Hycor. Each Hycor Subsidiary (a) is a corporation or other entity as identified in Section 2.1(b) of the Hycor Disclosure Schedule duly organized, validly existing and in good standing under the laws of its state of organization; (b) has all requisite power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation or other entity in good standing in every jurisdiction in which such qualification is required, except in the case of clause (c), for any failures to qualify or be licensed as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Company Effect on Hycor. Hycor has no subsidiaries except for made available to Stratagene complete and correct copies of the Subsidiariescertificate of incorporation, and owns no debtbylaws or similar organizational documents of each Hycor Subsidiary, equity or other similar interest as presently in any other Person except for the Subsidiarieseffect. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution With respect to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest exception to ownership set forth in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c2.1(b) of the Hycor Disclosure Schedule lists all jurisdictions in which each of Schedule, the Company schedule completely and correctly identifies the record and the Subsidiaries beneficial owner of any such shares or ownership interests, whether such record or beneficial owner is qualified to do businessan employee, agent or affiliate of Hycor, and also lists the names of the Company’s directors and officersany agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Organization and Qualification; Subsidiaries. (a) FMS is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, and is a registered savings and loan holding company under HOLA. FMB is a federally chartered capital stock savings bank duly organized and validly existing under the HOLA. The deposits of FMB are insured by the Deposit Insurance Fund of the FDIC to the extent provided by the FDIA, and FMB has paid all premiums and assessments required thereunder. FMB is a member in good standing of the FHLB of New York. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), other FMS Subsidiaries is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction state of its organization incorporation. Each of FMS and the FMS Subsidiaries has the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("FMS Approvals") necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. , including appropriate authorizations from the OTS and the FDIC, except where a failure to be so organized, existing and in good standing or to have such power, authority and FMS Approvals would not, individually or in the aggregate, have a Material Adverse Effect on FMS, and neither FMS nor any FMS Subsidiary has received any notice of proceedings relating to the revocation or modification of any FMS Approvals. (b) Each of the Company FMS and the Subsidiaries FMB is duly qualified or licensed as a foreign organization corporation to do conduct business, and is in good standing, standing (or the equivalent thereof) in each jurisdiction where the character of the properties ownedit owns, leased leases or operated by it operates or the nature of its the activities makes it conducts make such qualification or licensing necessary, except for such failures to be so duly qualified or and licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on FMS. (bc) The Company has no subsidiaries except A true and complete list of all Subsidiaries of FMS (the "FMS Subsidiaries"), together with (i) FMS's direct or indirect percentage ownership of each FMS Subsidiary; (ii) the jurisdiction in which the FMS Subsidiaries are incorporated; and (iii) a description of the principal business activities conducted by each FMS Subsidiary, is set forth in the FMS Disclosure Schedule. FMS and/or one or more of the FMS Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the FMS Subsidiaries. Except for the SubsidiariesSubsidiaries identified in the FMS Disclosure Schedule, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries FMS does not directly or indirectly own any equity or similar interest in interests in, or any interest convertible, interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other Person. (c) Section 2.1(c) business association or entity other than in the ordinary course of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names in no event in excess of 10% of the Company’s directors and officersoutstanding equity or voting securities of such entity.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), each Company Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation, formation or organization and has the requisite corporate, limited liability company, or limited partnership power and authority authority, corporate or otherwise, and all necessary approvals of Governmental Authorities, to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the The Company and the Subsidiaries each Company Subsidiary is duly qualified or licensed as a foreign organization corporation or otherwise to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures except, as regards jurisdictions other than Canada, Russia and the provinces or states thereof, where the failure to be so duly qualified qualified, licensed or licensed and in good standing that would not, either individually not result in or would not be reasonably likely to result in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (b) The Company has no subsidiaries except for the Subsidiaries, other than Bioscrypt, Inc., Bioscrypt S.A. and owns no debtMytec Technologies, equity or other similar interest in any other Person except for the Subsidiaries. Neither Inc., and the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries does not directly or indirectly own any securities, equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for any equity or similar interest in, any Person other Personthan the Company Subsidiaries. The Company is the owner of record and beneficially of all outstanding capital stock and other equity interests of each Company Subsidiary, other than any shares required to be held by directors. A list of the Company Subsidiaries, their jurisdiction of incorporation and organization and the outstanding capital stock and other securities and equity interests of the Company Subsidiaries that are issued and outstanding is set forth in Section 3.01(b) of the Company Disclosure Schedule. (c) Mytec Technologies, Inc. does not carry on any business, nor does it have any assets or any Liabilities, actual or contingent, that are material to the Company. (d) The Company has no Liabilities in respect of or relating to any Subsidiaries previously owned by it. (e) Section 2.1(c3.01(e) of the Company Disclosure Schedule lists sets forth the address of all jurisdictions premises in which the Company and each of the Company and the Subsidiaries is qualified to do maintain an office or place of business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company has been duly organized and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is duly organized, validly existing and in good standing under the Laws of the jurisdiction State of its organization Delaware and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets properties and to carry on its business as it is now being conducted. Each Subsidiary of Company (a "Company Subsidiary") has been duly organized and is validly existing and in "good standing" (with respect to jurisdictions that recognize the concept of good standing or similar concepts) under the Laws of the jurisdiction in which it is incorporated or chartered and has the requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each of the Company and the Company Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in "good standing" (with respect to jurisdictions that recognize the concept of good standing or similar concepts), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Company has no subsidiaries except for the Subsidiariesdoes not own, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own indirectly, any equity or similar interest in in, or any interest convertible, convertible or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership or joint venture arrangement, other business entity or other Person. (c) Section 2.1(c. Schedule 4.01(b) of the Company Disclosure Schedule lists all jurisdictions in which each sets forth the percentage of the equity or similar interest in each such corporation, partnership or joint venture arrangement, other business entity or other Person owned by Company and the Company Subsidiaries is qualified to do businessand, if applicable, other Persons. All outstanding shares of capital stock of each such corporation, partnership or joint venture arrangement, other business entity or other Person are duly authorized, validly issued, fully paid and also lists the names nonassessable. All of the Company’s directors outstanding shares of capital stock of each Company Subsidiary are owned by Company free and officersclear of all Encumbrances. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments, arrangements, or agreements of any character relating to the issued or unissued capital stock or other securities of any such Company Subsidiary, or otherwise obligating Company or any such Company Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

Organization and Qualification; Subsidiaries. (a) Each of the Company CDC and its subsidiaries set forth on Section 2.1(aeach subsidiary of CDC (each a "CDC SUBSIDIARY") of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation. Each of CDC and the CDC Subsidiaries has the requisite corporate, limited liability company, or limited partnership power and authority and all necessary permits, licenses and approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority, permits, licenses and approvals would not, individually or in the aggregate, have a Material Adverse Effect on CDC. Each of the Company CDC and the Subsidiaries each CDC Subsidiary is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on CDC. (b) The Company has no CDC DISCLOSURE SCHEDULE 5.1 contains a list of all the CDC Subsidiaries. Except for such subsidiaries except for the Subsidiariesor as set forth in CDC DISCLOSURE SCHEDULE 5.1, and owns no debtCDC does not (i) own of record or beneficially, equity directly or indirectly, (A) any shares of capital stock, options, warrants or other similar rights to purchase capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other Person except for non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Except as set forth in CDC DISCLOSURE SCHEDULE 5.1, all of the Subsidiaries. Neither outstanding shares of capital stock of each of the Company nor the CDC Subsidiaries have agreedare owned beneficially and of record by CDC, are obligated to makeone of its other subsidiaries, or any combination of CDC and one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are bound byno outstanding subscriptions, any writtenwarrants, oral options, convertible securities, or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, rights (contingent or undertaking otherwise) pursuant to which any of any nature, under which they the CDC Subsidiaries is or may become obligated to make, issue any future investment in or shares of its capital contribution stock to any person other Person. Neither the Company nor the Subsidiaries directly than CDC or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) one of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersother CDC Subsidiaries.

Organization and Qualification; Subsidiaries. (a) Each of the Company Interwave and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Subsidiaries is a corporation duly organized, organized and validly existing and and, where applicable, in good standing standing, under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company Interwave and the its Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and and, where applicable is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Interwave. (b) The Company has no Section 2.1(b) of the Interwave Disclosure Schedule lists each of Interwave's subsidiaries except for of the date hereof (the "Subsidiaries"), the jurisdiction of incorporation of each Subsidiary, and owns no debtInterwave's equity interest therein. Except as set forth in Section 2.1(b) of the Interwave Disclosure Schedule, equity or other similar interest in neither Interwave nor any other Person except for the Subsidiaries. Neither the Company nor the of its Subsidiaries have has agreed, are is obligated to make, or are is bound by, by any written, written or oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, bond, mortgage, indenture, option, warranty, purchase order, license, sub-license, insurance policysublicense, benefit plan, commitmentobligation, commitment or binding undertaking of any nature, nature (a "Contract") under which they it may become obligated to make, make any future investment in in, or capital contribution to to, any other Personentity. Neither Except as set forth in Section 2.1(b) of the Company Interwave Disclosure Schedule, neither Interwave nor the any of its Subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any other Personperson. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the Subsidiaries properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Company. Each of Company and its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Company. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest corporations identified in any other Person except for Section 2.1(b) of the SubsidiariesCompany Schedule. Neither the Company nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, or are make nor be bound by, by any written, oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-licensesublicense, insurance policy, benefit plan, commitment, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names association or entity, other than passive investments in equity interests of the public companies constituting less than 5% interests therein as part of Company’s directors and officers.'s cash management program

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Seller is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction state of its organization formation, incorporation or equivalent, and has has, subject to the necessary authorization from the Bankruptcy Court, all requisite corporate, limited liability company, or limited partnership organizational power and authority to own, lease and operate its assets and properties and assets now owned, operated or leased by it and to carry on conduct its business as it is now currently being conducted. Each of the Company and the Subsidiaries Seller is duly qualified or licensed and in good standing to do business as a foreign organization to do business, and is in good standing, corporation in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its activities business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing that would notnot result in material Liabilities to such Seller. None of the Sellers own, either individually directly or in the aggregateindirectly, have or reasonably be expected to have a Material Adverse Effectany equity interests of any Person other than equity interests of another Seller. (b) The Company or another Seller has no subsidiaries except for made available to the Subsidiaries, Buyer true and owns no debt, equity complete copies of the certificate of incorporation and bylaws (or other similar interest equivalent organizational and governing documents) of each Seller as currently in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personeffect. (c) Section 2.1(c) As of the Disclosure Schedule lists all jurisdictions Closing, (i) the equity interests of Reorganized RentPath will have been duly authorized and validly issued, fully paid and nonassessable and free and clear of any Liens and will not have been issued in which each violation of any applicable Law or right of any Person, including any preemptive rights or other restriction pursuant to any Contract or otherwise, (ii) there will be no options, warrants or rights of conversion, exercise, exchange or other similar rights, Contracts or other agreements, arrangements or commitments obligating Reorganized RentPath to repurchase, redeem, acquire, issue or sell any securities, including any equity interests or any phantom equity rights, preferred interests or securities convertible or exercisable into or exchangeable for any other securities or equity interests, and (iii) there will be no voting trusts, equityholder agreements, proxies or other arrangements or agreements in effect with respect to the voting or transfer of the Company and the Subsidiaries is qualified to do business, and also lists the names equity interests of the Company’s directors and officersReorganized RentPath.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the Subsidiaries properties it purports to --------- own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, be material to the Company. Each of the Company and its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected material to have a Material Adverse Effectthe Company. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest corporations identified in any other Person except for Section 2.1(b) of the SubsidiariesCompany Disclosure Letter. Neither the -------------- Company nor the Subsidiaries have any of its subsidiaries has agreed, are is obligated to make, or are is bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersassociation or entity.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws laws of the its jurisdiction of its organization or formation and has the requisite corporate, partnership or limited liability company, or limited partnership company power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Subsidiaries its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that as would notnot reasonably be expected to have, either individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (b) The Section 4.1(b) of the Company has no Disclosure Schedule sets forth a complete and correct list of each subsidiary of the Company. Section 4.1(b) of the Company Disclosure Schedule also sets forth the jurisdiction of organization and percentage of outstanding equity or voting interests (including partnership interests and limited liability company interests) owned by the Company or its subsidiaries except for of each of the SubsidiariesCompany's subsidiaries, and owns no debt, the identity of such owners of outstanding equity or other similar interest in any other Person except for voting interests. All equity or voting interests (including partnership interests and limited liability company interests) of the Subsidiaries. Neither Company's subsidiaries held by the Company nor or any of its other subsidiaries have been duly and validly authorized and are validly issued, fully paid and non-assessable. All such equity or voting interests owned by the Subsidiaries have agreed, Company or its subsidiaries are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking free and clear of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other PersonLiens. (c) Except as set forth in Section 2.1(c4.1(c) of the Company Disclosure Schedule lists all jurisdictions in which each of Schedule, neither the Company and the Subsidiaries is qualified to do business, and also lists the names nor any of the Company’s directors and officersits subsidiaries owns any shares of capital stock or other equity or voting interests in (including any securities exercisable or exchangeable for or convertible into capital stock or other equity or voting interests in) any other person.

Organization and Qualification; Subsidiaries. (a) Each of the Company ECC and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws laws of the its jurisdiction of its organization or formation and has the requisite corporate, partnership or limited liability company, or limited partnership company power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business the Business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Business. Each of the Company ECC and the Subsidiaries its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature of its activities Business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that as would notnot reasonably be expected to have, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Business. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c3.7(b) of the Company Disclosure Schedule lists all jurisdictions in which sets forth a complete and correct structure chart of ECC and its subsidiaries (other than entities with no material liabilities and no material assets or operations), including the jurisdiction of organization and percentage of outstanding equity or voting interests (including partnership interests and limited liability company interests) owned by ECC or its subsidiaries of each of the Company ECC’s subsidiaries, and the Subsidiaries is qualified to do businessidentity of such owners of outstanding equity or voting interests. All equity or voting interests (including partnership interests and limited liability company interests) of ECC’s subsidiaries held by ECC or any of its other subsidiaries have been duly and validly authorized and are validly issued, fully paid and also lists non-assessable. All such equity or voting interests owned by ECC or its subsidiaries are free and clear of any Liens (other than Liens under the names of the Company’s directors Credit Agreement and officersLiens permitted thereunder (“Permitted Liens”).

Organization and Qualification; Subsidiaries. (a) Each entity that would be a subsidiary of Newco after giving effect to the Company and its subsidiaries set forth on Section 2.1(aRestructuring but without giving effect to the Merger (a "FLO-SUN SUBSIDIARY") of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Flo-Sun Material Adverse Effect (as defined below). Each of the Company and the Subsidiaries Flo-Sun Subsidiary is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Flo-Sun Material Adverse Effect. . The term "FLO-SUN MATERIAL ADVERSE EFFECT" means any adverse change, circumstance or effect that, individually or in the aggregate with all other adverse changes, circumstances and effects, is or is reasonably likely to be materially adverse to the business, operations, assets, liabilities (b) The Company has no subsidiaries except for including, without limitation, contingent liabilities), financial condition or results of operations of the Flo-Sun Subsidiaries taken as a whole. Section 4.01 of the Flo- Sun Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all of the Flo-Sun Subsidiaries, and owns no debttogether with the jurisdiction of incorporation of each Flo-Sun Subsidiary, equity the percentage of each Flo-Sun Subsidiary's outstanding capital stock or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral equity interests owned by FSI or other agreementFlo-Sun Subsidiaries, contractas the case may be, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking and the name of each other holder of any nature, under such outstanding capital stock or other equity interests and the percentage so held with respect to each such Flo-Sun Subsidiary. There are no partnerships or joint venture arrangements or other business entities in which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in Newco or any Flo-Sun Subsidiary owns an equity interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) that is material to the business of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Flo-Sun Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officerstaken as a whole.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to do so would not, individually, or in the aggregate, have a Material Adverse Effect (as defined in Section 9.3 below) on Company. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and its subsidiaries is in good standingpossession of all franchises, in each jurisdiction grants, authorizations, licenses, permits, variances, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the character of the properties owned, leased or operated by it or the nature of its activities makes failure to have such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that Approvals would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Company. Company and its subsidiaries have been and are in compliance with the terms of the Approvals, except where the failure to or have been in compliance would not result in a Material Adverse Effect on Company. (b) The Section 3.1(b) of the Company has no subsidiaries except for Schedule lists each of Company's subsidiaries, the Subsidiariesjurisdiction of incorporation of each such subsidiary, and owns no debt, Company's equity or other similar interest in any other Person except for the Subsidiariestherein. Neither the Company nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, make nor is bound by any written or are bound by, any written, oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-licensesublicense, insurance policy, benefit plan, commitment, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "Contract") under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness, association or entity. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which Company and each of the Company and the Subsidiaries its subsidiaries is qualified to do businessbusiness as a foreign corporation, and also lists is in good standing, under the names laws of all jurisdictions where the nature of their business requires such qualification and where the failure to so qualify would have a Material Adverse Effect on Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Company has no Subsidiaries, except for the Entities identified in Section 2.1(a)(i) of the Company Disclosure Schedule; and neither Company nor any of the other Entities identified in Section 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Section 2.1(a)(ii) of the Company Disclosure Schedule. (Company and its Subsidiaries are referred to in this Agreement collectively as the "ACQUIRED CORPORATIONS".) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Acquired Corporations is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership all necessary power and authority authority: (i) to own, lease conduct its business in the manner in which its business is currently being conducted; (ii) to own and operate use its assets in the manner in which its assets are currently owned and properties used; and (iii) to carry on perform its business as obligations under all Contracts by which it is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectbound. (b) The Company None of the Acquired Corporations has no subsidiaries except for the Subsidiaries, and owns no debt, equity agreed or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are is obligated to make, or are is bound by, by any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, Contract under which they it may become obligated to make, any future investment in or capital contribution to any other PersonEntity. Neither None of the Company nor Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the Subsidiaries debts or other obligations of, any general partnership, limited partnership or other Entity. None of the Acquired Corporations directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any other PersonEntity. (c) Section 2.1(c) Each of the Disclosure Schedule lists Acquired Corporations is in possession of all jurisdictions Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in which each the aggregate, have a Material Adverse Effect on Company. (d) Each of the Company and the Subsidiaries Acquired Corporations is qualified to do businessbusiness as a foreign corporation, and also lists is in good standing, under the names laws of all jurisdictions where the nature of its business requires such qualification. (e) None of the Company’s directors and officersAcquired Corporations (i) is subject to tax or filing requirements under the United States Code or any state tax legislation of the United States of America, (ii) is required to make any filings under the United States Code or any state tax legislation, (iii) has any employees in the United States of America, or (iv) otherwise carries on business in a manner which would make it subject to any requirements of United States laws insofar as any labor matters, ERISA matters or matters relating to the United States Code or state tax legislation are concerned.

Organization and Qualification; Subsidiaries. (a) Each of the Company ARRIS and its subsidiaries set forth on Section 2.1(aSubsidiaries (as defined herein) of the Disclosure Schedule (the “Subsidiaries”), is an entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization and organization, has the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of all Approvals necessary to own, lease and operate its assets and the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be in good standing or to have such Approvals would not have a Material Adverse Effect. Each of ARRIS and each of its Subsidiaries, including the Company and the Subsidiaries Merger Subsidiary, is duly qualified or licensed as a foreign organization entity to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. (b) The Company has no subsidiaries except for the . A true and complete list of all of ARRIS’ Subsidiaries, together with the jurisdiction of organization of each Subsidiary and owns no debtthe percentage of each Subsidiary’s outstanding capital stock or ownership interests owned by ARRIS or another Subsidiary, equity or other similar interest is set forth in any other Person except for Section 5.1 of the SubsidiariesARRIS Disclosure Schedule. Neither Except as set forth in Section 5.1 of the Company nor the Subsidiaries have agreedARRIS Disclosure Schedule, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries ARRIS does not directly or indirectly own any equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) business association or entity, with respect to which interest ARRIS or any of its Subsidiaries has invested or is required to invest $50,000 or more, excluding securities in any publicly traded company and comprising less than five percent of the Disclosure Schedule lists all jurisdictions in which each outstanding stock of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officerssuch company.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the Subsidiaries properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Company. Each of Company and its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Company. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest corporations identified in any other Person except for Section 2.1(b) of the SubsidiariesCompany Schedule. Neither the Company nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, or are make nor be bound by, by any written, oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-licensesublicense, insurance policy, benefit plan, commitment, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names association or entity, other than passive investments in equity interests of the public companies constituting less than 5% interests therein as part of Company’s directors and officers's cash management program .

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”)The Seller is a corporation, is duly organized, validly existing and in good standing under the Laws laws of the Commonwealth of Massachusetts and a bank holding company registered with the Board of Governors of the Federal Reserve System (the "FRB") under the Bank Holding Company Act of 1956, as amended. Gloucester Bank and Trust Company is a state chartered trust company and wholly-owned subsidiary of the Seller (the "Seller's Bank") duly organized and validly existing under the laws of the Commonwealth of Massachusetts. The deposit accounts of the Seller's Bank are insured by the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and all premiums and assessments required in connection therewith have been paid by the Seller's Bank. Each subsidiary (as defined in Section 9.05(g) below) of the Seller (other than the Seller's Bank) (collectively, the "Subsidiaries") is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or organization. The Seller, the Seller's Bank and the Subsidiaries each has the requisite corporate, limited liability company, or limited partnership power and authority and all necessary governmental approvals to own, lease and operate all of its properties and assets and properties and to carry on its business as it is now being conducted. Each of the Company , and the Subsidiaries is duly licensed or qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each jurisdiction where the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it or the nature of its activities makes such licensing or qualification or licensing necessary, except for where the failure to have obtained such failures approval or to be so duly licensed or qualified or licensed and be in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect (as defined below). (b) The Company has no subsidiaries except for A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation or organization of each Subsidiary and owns no debt, equity the percentage of the outstanding capital stock or other similar ownership interest by the Seller or the Seller's Bank of each Subsidiary, is set forth in any other Person except for Section 3.01 of the SubsidiariesSeller Disclosure Schedule. Neither Except as set forth in Section 3.01 of the Company Seller Disclosure Schedule, neither the Seller nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries Seller's Bank directly or indirectly own any owns five percent or more of the capital stock or other equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness association or entity. (c) Section 2.1(c) When used in connection with the Seller, the Seller's Bank, or any of the Disclosure Schedule lists all jurisdictions in which each Subsidiaries, the term "Material Adverse Effect" means any change or effect that is or would be materially adverse to (i) the business, assets, liabilities, financial condition or results of operations of the Company Seller, the Seller's Bank and the Subsidiaries is qualified to do businesstaken as a whole, and also lists the names of the Company’s directors and officers.other than any such effect

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Parent is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each of the Subsidiaries of Parent is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and each of Parent and its organization and Subsidiaries has the requisite corporate, limited liability company, corporate or limited partnership similar organizational power and authority to own, operate or lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company , and the Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that as would not, either individually or in the aggregate, have have, or reasonably be expected to have have, a Parent Material Adverse EffectEffect (as defined in Section 9.3). (b) The Company has no subsidiaries except for Except as disclosed in the SubsidiariesParent SEC Reports (as defined in Section 4.6) filed prior to the date hereof, and owns no debtexcept as would not, in the aggregate, have, or reasonably be expected to have, a Parent Material Adverse Effect, (i) all of the outstanding shares of capital stock and other equity securities) of the Subsidiaries of Parent are owned, directly or indirectly, by Parent free and clear of all liens, pledges, security interests, or other similar interest in any encumbrances, (ii) all of the outstanding shares of capital stock or other Person except for the Subsidiaries. Neither the Company nor equity securities of the Subsidiaries of Parent have agreedbeen validly issued and are fully paid and nonassessable, (iii) there are obligated no subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (contingent or otherwise) entitling any person to makepurchase or otherwise acquire from Parent or any of its Subsidiaries at any time, or are bound byupon the happening of any stated event, any written, oral shares of capital stock or other agreementequity securities of any of the Subsidiaries of Parent and there are no outstanding obligations, contractcontingent or otherwise, sub-contractof Parent or any of its Subsidiaries to repurchase, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitmentredeem or otherwise acquire any shares of capital stock or other equity securities, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest securities convertible, exchangeable or exercisable for or into shares of capital stock or other equity securities, of any Subsidiary of -29- 39 Parent. There are no outstanding obligations, contingent or otherwise, of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities, or similar interest inany securities convertible, exchangeable or exercisable for or into, shares of capital stock or other equity securities of any other PersonSubsidiary of Parent. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. Set forth in Schedule 3(a) is a true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with the authorized and outstanding Capital Stock or other equity interests of each such entity. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly own any security, equity interest or beneficial ownership interest in any other Person (aincluding through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”)Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the Laws laws of the jurisdiction of its organization in which it is incorporated or organized and has the requisite corporate, partnership, limited liability company, company or limited partnership other organizational power and authority to own, lease and operate own its assets and properties and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries. Each of the Company and the its Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each every jurisdiction where the character in which its ownership of the properties owned, leased or operated by it property or the nature of the business conducted or proposed to be conducted by the Company and its activities makes Subsidiaries will make such qualification or licensing necessary, except for such failures where the failure to so qualify or be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. (b) The . Except as set forth in Schedule 3(a), the Company has no subsidiaries except for holds all right, title and interest in and to 100% of the Subsidiaries, and owns no debtCapital Stock, equity or similar interests of each of its Subsidiaries, in each case, free and clear of any Liens (as defined below), including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company 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 and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where any such failure to be so qualified or in good standing would not, individually or in the aggregate, constitute a Company Material Adverse Effect. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and organization. Each of the Company’s Subsidiaries has the all requisite corporate, limited liability company, corporate or limited partnership similar power and authority to own, lease and operate its properties and assets and properties and to carry on its business as it presently conducted and is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing as a foreign corporation or other relevant legal entity in each jurisdiction where the character of the properties ownedownership, leased leasing or operated by it or the nature operation of its activities makes assets or properties or conduct of its business requires such qualification or licensing necessaryqualification, except for such failures where any failure to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have constitute a Company Material Adverse Effect. The Company has made available to Parent prior to the date hereof true, complete and correct copies of the certificate of incorporation and bylaws (or equivalent organizational and governing documents) of the Company and each non-wholly-owned domestic Subsidiary thereof, each as amended through the date hereof. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither Section 3.1(b) of the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking Disclosure Letter sets forth a true and complete list of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither each Subsidiary of the Company nor as of the Subsidiaries directly date hereof, each such Subsidiary’s jurisdiction of organization and its authorized, issued and outstanding equity interests (including partnership interests and limited liability company interests) that are not owned by the Company or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personone of its Subsidiaries. (c) Section 2.1(cAll equity interests (including partnership interests and limited liability company interests) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors Subsidiaries held by the Company or one of its other Subsidiaries are duly authorized, validly issued, fully paid and officersnonassessable, are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right and are free and clear of any Liens, other than Permitted Liens and Liens solely in favor of the Company and/or any of the Company’s wholly-owned Subsidiaries.

Organization and Qualification; Subsidiaries. (a) Each of the The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each of the Subsidiaries of the Company is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and each of the Company and its organization and Subsidiaries has the requisite corporate, limited liability company, corporate or limited partnership similar organizational power and authority to own, operate or lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company , and the Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that as would not, either individually or in the aggregate, have have, or reasonably be expected to have have, a Company Material Adverse EffectEffect (as defined in Section 9.4). (b) The (i) all of the outstanding shares of capital stock and other equity securities of the Subsidiaries of the Company has no subsidiaries except for are owned, directly or indirectly, by the SubsidiariesCompany free and clear of all liens, pledges, security interests or other encumbrances ("Liens"), (ii) all of the outstanding shares of capital stock or other equity securities of the Subsidiaries of the Company have been validly issued and are fully paid and nonassessable, and owns (iii) there are no debtsubscriptions, equity options, warrants, calls, commitments, agreements, conversion rights or other similar interest in rights of any other Person except for the Subsidiaries. Neither character (contingent or otherwise) entitling any person to purchase or otherwise acquire from the Company nor or any of its Subsidiaries at any time, or upon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries have agreedof the Company. There are no outstanding obligations, are obligated contingent or otherwise, of the Company or any of its Subsidiaries to makerepurchase, redeem or otherwise acquire any shares of capital stock or other equity securities, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest securities convertible, exchangeable or exercisable for or into, shares of capital stock or other equity securities of any equity or similar interest in, any other Person. (c) Section 2.1(c) Subsidiary of the Disclosure Schedule lists all jurisdictions in which each Company. No Subsidiary of the Company and the Subsidiaries is qualified to do business, and also lists the names a "significant subsidiary" as such term is defined in Rule 1-02 of the Company’s directors and officersRegulation S-X (17 C.F.R. Part 210).

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Stratagene is a corporation duly organized, validly existing and in good standing under the Laws laws of the state of Delaware and is qualified to do business and in good standing as a foreign corporation in each jurisdiction of its organization and where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing is not reasonably likely to have a Material Adverse Effect on Stratagene. Stratagene has the requisite corporate, limited liability company, or limited partnership corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction except where the character of the properties ownedfailure to have such power or authority and governmental approvals is not reasonably likely, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, to have a Material Adverse Effect on Stratagene. Stratagene has heretofore made available to Hycor a complete and correct copy of its certificate of incorporation (including all certificates of determination or the equivalent thereof) and bylaws, each as amended to the date hereof (collectively, the “Stratagene Certificate of Incorporation” and “Stratagene Bylaws,” respectively). The Stratagene Certificate of Incorporation and Stratagene Bylaws are in full force and effect. Stratagene is not in violation of any provision of the Stratagene Certificate of Incorporation or the Stratagene Bylaws. (b) Section 3.1 of the Stratagene Disclosure Schedule sets forth the name and jurisdiction of incorporation and, with respect to each subsidiary of Stratagene that is a corporation, the authorized and outstanding capital of each Person that is a subsidiary of Stratagene (for purposes of this Section 3.1(b), each a “Stratagene Subsidiary”). Except for the Stratagene Subsidiaries and, except as set forth on Section 3.1(b) of the Stratagene Disclosure Schedule, Stratagene does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business or other Person, other than publicly traded securities constituting less than one percent of the outstanding equity of the issuing entity. Except as set forth in Section 3.1(b) of the Stratagene Disclosure Schedule, all outstanding capital stock or other ownership interest of each Stratagene Subsidiary is, directly or indirectly, owned (of record and beneficially) by Stratagene free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Stratagene Subsidiary to any Person except Stratagene. Each Stratagene Subsidiary (a) is a corporation or other entity as identified in Section 3.1(b) of the Stratagene Disclosure Schedule duly organized, validly existing and in good standing under the laws of its state of organization; (b) has all requisite power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation or other entity in good standing in every jurisdiction in which such qualification is required, except in the case of clause (c), for any failures to qualify or be licensed as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Company Effect on Stratagene. Stratagene has no subsidiaries except for made available to Hycor complete and correct copies of the Subsidiariescertificate of incorporation, bylaws or similar organizational documents of each Stratagene Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 3.1 of the Stratagene Disclosure Schedule, the schedule completely and correctly identifies the record and the beneficial owner of any such shares or ownership interests, whether such record or beneficial owner is an employee, agent or affiliate of Stratagene, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding arrangement or understanding, instrumentwhether written or oral, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated with respect to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personsuch ownership. (c) Section 2.1(c3.1(c) of the Stratagene Disclosure Schedule lists all jurisdictions in which also sets forth the name and jurisdiction of incorporation and, with respect to each Biocrest Entity that is a corporation, the authorized and outstanding capital of each of the Company Biocrest Entities, as defined in Section 5.18 of this Agreement, and discloses the present ownership of all stock, membership, partnership or other ownership interests in each Biocrest Entity. The transaction described on the term sheet referenced in Section 5.18 of the Stratagene Disclosure Schedule has been approved by the holders of approximately 96.5% of the outstanding membership interests of BioCrest Holdings, L.L.C., a Delaware limited liability company (“BCH”). Such approval is the only approval necessary by the holders of membership interests of BCH to approve such term sheet and no greater percentage of holders of membership interests of BCH will be required to approve the definitive documentation that will be entered into to consummate the transactions contemplated by such term sheet. Each Biocrest Entity is a corporation or other entity as identified in Section 3.1(c) of the Stratagene Disclosure Schedule duly organized, validly existing and in good standing under the laws of its state of organization; (b) has all requisite power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation or other entity in good standing in every jurisdiction in which such qualification is required, except in the case of clause (c), for any failures to qualify or be licensed as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Stratagene. Stratagene has made available to Hycor complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each Biocrest Entity, as presently in effect. With respect to any exception to ownership set forth in Section 3.1(c) of the Stratagene Disclosure Schedule, the schedule completely and correctly identifies the record and the Subsidiaries beneficial owner of all shares or ownership interests in the Biocrest Entities, whether such record or beneficial owner is qualified to do businessan employee, agent or affiliate of Stratagene, and also lists any agreement, arrangement or understanding, whether written or oral, with respect to such ownership. For the names purposes of the Company’s directors and officersthis Agreement each Biocrest Entity shall be deemed a Stratagene Subsidiary.

Organization and Qualification; Subsidiaries. (a) Each The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Florida. Each Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization incorporation or organization, as the case may be. The Company and each of the Company Subsidiaries has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each The Company and each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so duly qualified qualified, licensed or licensed and in good standing that would not, either individually or in the aggregate, have or not reasonably be expected to have a Company Material Adverse Effect. Effect or otherwise prevent or delay (bbeyond the Outside Date) The consummation of the Merger. Section 3.1 of the Company has no Disclosure Schedule sets forth a true, complete and correct list of all of the subsidiaries except for of the Company (each a “Company Subsidiary” and, collectively, the “Company Subsidiaries”), together with the jurisdiction of incorporation of each Company Subsidiary, the jurisdictions in which each Company Subsidiary is licensed to conduct business, the authorized and owns no debtissued shares of capital stock of each Company Subsidiary, the names of the holders thereof and the number of shares held by each holder. All of the outstanding shares of capital stock of, or other equity or other similar interest in any other Person except for the Subsidiaries. Neither the voting interests in, each Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries Subsidiary that is owned directly or indirectly own by the Company have been validly issued, were issued free of pre-emptive rights and are fully paid and non-assessable, and are free and clear of all liens, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or similar interest voting interests (other than restrictions imposed by Law). Except as set forth in Section 3.1 of the Company Disclosure Schedule, none of the Company or any interest convertibleCompany Subsidiary owns, exchangeable directly or exercisable for any equity or similar interest inindirectly, an Equity Interest representing more than three percent (3%) of the voting power of any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland. The Company is duly qualified or licensed to do business as a foreign entity and is in good standing under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed does not have and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The charter of the Company (the “Company Charter”) is in effect, and no dissolution, revocation or forfeiture proceedings regarding the Company have been commenced. (b) The Partnership is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Partnership is duly qualified or licensed to do business as a foreign limited partnership and is in good standing under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed does not have and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. The Partnership has all requisite partnership power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Certificate of Limited Partnership is in effect, and no dissolution, revocation or forfeiture proceedings regarding the Partnership have been commenced. (c) Schedule 3.1(c) sets forth: (i) each corporation, partnership, limited liability company or other entity in which the Company owns a direct or indirect equity interest (each, an “Interest Subsidiary”); (ii) the legal form of each of the Interest Subsidiaries including the state or country of formation; (iii) the identity and ownership interest of each of the Interest Subsidiaries that is held by the Company or Interest Subsidiaries, and with respect to Third Party (as hereinafter defined) owners, the identity and ownership interest as set forth in the operative documents, in each case, including but not limited to the amount and percentage of securities of such Interest Subsidiary owned by such owner; (iv) each jurisdiction in which each of the Interest Subsidiaries is qualified or licensed to do business; and (v) each assumed name under which each of the Interest Subsidiaries conducts business in any jurisdiction. Except as listed in Schedule 3.1(c), neither the Company nor any of the Interest Subsidiaries owns, directly or indirectly, beneficially or of record, any shares of stock or other security of any other entity or any other investment (whether equity or debt) in any other entity. (d) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Interest Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction its State of its organization and has the requisite corporate, limited liability company, or limited partnership power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries each is duly qualified or licensed to do business as a foreign organization to do business, entity and is in good standing, in standing under the Laws of each jurisdiction where in which the character of the properties owned, leased or operated by it therein or in which the nature transaction of its activities business makes such qualification or licensing necessary, except for such failures where the failure to be so duly organized, existing, in good standing, qualified or licensed does not have and in good standing that would notnot reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect. Each of the Interest Subsidiaries has all requisite corporate or other entity power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such corporate or other entity power and authority does not have and would not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect. (be) The Company has no subsidiaries except for Except as set forth in Schedule 3.1(e), all of the Subsidiaries, and owns no debt, outstanding equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral voting securities or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking interests of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors Subsidiaries have been validly issued and officersare (A) fully paid and nonassessable, (B) owned by the Company or by one of the Company’s Subsidiaries, and (C) owned, directly or indirectly, free and clear of any Lien (as hereinafter defined) (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), and all equity or voting interests in each of the Company’s Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by the Company, by one of the Company’s Subsidiaries or by the Company and one of the Company’s Subsidiaries are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). For purposes of this Agreement, “Lien” means, with respect to any asset (including any security), any mortgage, claim, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Organization and Qualification; Subsidiaries. (a) Each of the Company SurgiCare and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), each SurgiCare Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing (where such concept is applicable) under the Laws laws of the jurisdiction of its organization incorporation or formation and has the all requisite corporate, limited liability company, or limited partnership power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to do so would not have a SurgiCare Material Adverse Effect. Each of the Company SurgiCare and the SurgiCare Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and is in good standingstanding (where such concept is applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures where the failure to be do so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to not have a SurgiCare Material Adverse Effect. (b) The Company has no subsidiaries Section 3.01(b) of the SurgiCare Disclosure Schedule lists each SurgiCare Subsidiary, its jurisdiction of organization and all trade names currently used or used at any time during the past two years by such SurgiCare Subsidiary. All of the outstanding shares of capital stock or other equity interests of each SurgiCare Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and, except as set forth in Section 3.01(b) of the SurgiCare Disclosure Schedule, are owned by SurgiCare, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"). Except for its interests in the SurgiCare Subsidiaries and except for the Subsidiariesownership of interests set forth in Section 3.01(b) of the SurgiCare Disclosure Schedule, and owns no debtSurgiCare does not own, equity directly or indirectly, or have any outstanding contractual obligation to acquire, any capital stock, membership interest, partnership interest, joint venture interest or other similar equity interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreedcorporation, are obligated to makepartnership, or are bound by, any written, oral joint venture or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, business association or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personentity. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of the State of Minnesota, and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). The sole subsidiary of the Company is the Bank, which is a state-chartered bank duly organized and validly existing under the laws of the state of Minnesota. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and Bank has the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Company Approvals") necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. , including, without limitation, appropriate authorizations from Federal Reserve Board ("FRB") the Federal Deposit Insurance Corporation (the "FDIC") and the Minnesota Department of Commerce ("MDC") and neither the Company nor Bank has received any notice of proceedings relating to the revocation or modification of any Company Approvals, except in each case where the failure to be so existing or to have such power, authority, Company Approvals and revocations or modifications would not, individually or in the aggregate, be an Adverse Change in the Company (as defined in Section 9.7) and the Bank taken as a whole. (b) Each of the Company and the Subsidiaries Bank is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for where such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have an Adverse Change in the Company and the Bank taken as a Material Adverse Effectwhole. (bc) The Company has no subsidiaries except for owns beneficially and of record all of the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for outstanding shares of capital stock of the Subsidiaries. Neither Bank; the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries does not directly or indirectly own any equity or similar interest in interests in, or any interest convertible, interests convertible into or exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) corporation, partnership, joint venture or other business association or entity other than in the ordinary course of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names in no event in excess of 5% of the Company’s directors and officersoutstanding equity securities of such entity.

Organization and Qualification; Subsidiaries. (a) Frankfort First is a corporation duly organized, validly existing and in active status under the Laws of the State of Delaware, and is a registered savings and loan holding company under HOLA. The Bank is a federally chartered capital stock savings and loan association duly organized, validly existing and in good standing under the federal Laws. The deposits of the Bank are insured by the SAIF of the FDIC as permitted by federal Law, and the Bank has paid all premiums and assessments required thereunder. The Bank is a member in good standing of the FHLB of Cincinnati. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), other Frankfort First Subsidiaries is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction state of its organization incorporation. Each of Frankfort First and the Frankfort First Subsidiaries has the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Frankfort First Approvals”) necessary to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. , including appropriate authorizations from the OTS and the FDIC, except where a failure to be so organized, existing and in good standing or to have such power, authority and Frankfort First Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Frankfort First, and neither Frankfort First nor any Frankfort First Subsidiary has received any notice of proceedings relating to the revocation or modification of any Frankfort First Approvals. (b) Each of the Company Frankfort First and the Subsidiaries Bank is duly qualified or licensed as a foreign organization corporation to do conduct business, and is in good standing, standing (or the equivalent thereof) in each jurisdiction where the character of the properties ownedit owns, leased leases or operated by it operates or the nature of its the activities makes it conducts make such qualification or licensing necessary, except for such failures to be so duly qualified or and licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Frankfort First. (bc) The Company has no subsidiaries except A true and complete list of all Subsidiaries of Frankfort First (the “Frankfort First Subsidiaries”), together with (i) Frankfort First’s direct or indirect percentage ownership of each Frankfort First Subsidiary; (ii) the jurisdiction in which the Frankfort First Subsidiaries are incorporated; and (iii) a description of the principal business activities conducted by each Frankfort First Subsidiary, is set forth in the Frankfort First Disclosure Schedule. Frankfort First and/or one or more of the Frankfort First Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Frankfort First Subsidiaries. Except for the SubsidiariesSubsidiaries identified in the Frankfort First Disclosure Schedule, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries Frankfort First does not directly or indirectly own any equity or similar interest in interests in, or any interest convertible, interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other Person. (c) Section 2.1(c) business association or entity other than in the ordinary course of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names in no event in excess of 10% of the Company’s directors and officers.outstanding equity or voting securities of such entity. Table of Contents

Organization and Qualification; Subsidiaries. (a) Each of the Company Synergy and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Synergy and its subsidiaries is in possession of all Approvals necessary to own, lease and operate the Company properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the Subsidiaries failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Synergy. Each of Synergy and its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Synergy or its subsidiaries. (b) The Company Synergy has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest corporations identified in any other Person except for Section 3.1(b) of the SubsidiariesSynergy Disclosure Letter. Neither the Company Synergy nor the Subsidiaries have any of its subsidiaries has agreed, are is obligated to make, or are is bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company Synergy nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersassociation or entity.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), each Subsidiary is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate, limited liability company, or limited partnership power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries each Subsidiary is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or could not be reasonably be expected to have a Material Adverse Effect. Each such jurisdiction is listed in Section 4.01(a) of the disclosure letter delivered by the Company to Parent on the date of the execution of this Agreement (the ‘‘Company Disclosure Letter’’). (b) Section 4.01(b) of the Company Disclosure Letter contains a true and complete list of each Subsidiary, together with the jurisdiction of incorporation or formation of each Subsidiary. The outstanding Equity Interests of each of the Subsidiaries are all duly and validly authorized and issued, fully paid and nonassessable. Except as set forth in Section 4.01(b) of the Company has no subsidiaries except for Disclosure Letter, (i) the SubsidiariesCompany and/or one or more of the Subsidiaries is the record and beneficial owner of all of the outstanding Equity Interests and other securities of each Subsidiary, free and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither clear of all Taxes and Encumbrances and (ii) neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries Subsidiary directly or indirectly own owns any equity or similar interest in Equity Interest in, or any interest convertible, convertible into or exchangeable or exercisable for any equity or similar interest Equity Interests in, any other Personperson. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each The Company -------------------------------------------- and each Subsidiary of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation or other entity duly organized, validly existing and and, if such concept is applicable in its jurisdiction of organization, in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, corporate or limited partnership other power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority or approvals would not have a Material Adverse Effect. Each of the The Company and the Subsidiaries each Subsidiary is duly qualified or licensed as a foreign organization corporation to do businessbusiness and, and if such concept is applicable in its jurisdiction of organization, is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, necessary except for such failures to the extent that the failure to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. (b) The Company has no subsidiaries except for A true and complete list of all the Subsidiaries, and owns no debttogether with the jurisdiction of incorporation of each such Subsidiary, equity or other similar interest in any other Person except for the Subsidiaries. Neither percentage of the outstanding capital stock of each such Subsidiary owned by the Company nor and each other Subsidiary is set forth in the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other PersonSEC Reports. Neither the The Company nor the Subsidiaries does not directly or indirectly own any equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness association or entity. (c) Section 2.1(cEach outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Company or another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, preemptive rights, agreements, limitations on the Company's or any such Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever ("Encumbrances") ------------ except for Encumbrances which would not have a Material Adverse Effect. (d) The Company does not have any "significant subsidiary" (within the meaning of Rule 1-02(w) of Regulation S-X under the Disclosure Schedule lists all jurisdictions in which each Rules and Regulations of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officersExchange Act).

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Subsidiaries is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws laws of the its jurisdiction of its organization or formation and has the requisite corporate, partnership or limited liability company, or limited partnership company power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business the Business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Business. Each of the Company and the its Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature of its activities Business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that as would notnot reasonably be expected to have, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Business. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c4.01(b) of the Company Disclosure Schedule lists all jurisdictions in which each sets forth a complete and correct structure chart of the Company and its Subsidiaries (other than entities with no material liabilities and no material assets or operations), including the jurisdiction of organization and percentage of outstanding equity or voting interests (including partnership interests and limited liability company interests) owned by the Company or its Subsidiaries is qualified to do business, and also lists the names of each of the Company’s directors Subsidiaries, and officersthe identity of such owners of outstanding equity or voting interests. All equity or voting interests (including partnership interests and limited liability company interests) of the Company’s Subsidiaries held by the Company or any of its other Subsidiaries have been duly and validly authorized and are validly issued, fully paid and non-assessable. All such equity or voting interests owned by the Company or its Subsidiaries are free and clear of any Liens (other than Permitted Liens).

Organization and Qualification; Subsidiaries. (a) Each of the The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority necessary to own, lease and operate its assets and the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect (as defined below). Each Except as disclosed in Section 2.01 of the written disclosure schedule previously delivered by the Company and to the Subsidiaries Parent (the "Company Disclosure Schedule"), the Company is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. Except as disclosed in Section 2.01 of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest the Company has invested (and currently owns) or is required to invest $100,000 or more, excluding securities in any publicly-traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personsubsidiaries. (c) Section 2.1(c) When used in connection with the Company or Guarantor or any of its subsidiaries, as the Disclosure Schedule lists all jurisdictions in which each case may be, the term "Material Adverse Effect" means any change, effect or circumstance that is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the Company or Guarantor and its subsidiaries, as the case may be, in each case taken as a whole; provided, however, that the following shall be excluded from the definition of "Material Adverse Effect" and from any determination as to whether a Material Adverse Effect has occurred or may occur: changes, effects or circumstances, that are applicable to (A) the healthcare or medical device industries generally, (B) the United States securities markets generally, (C) changes or disruptions resulting from the announcement of the execution of this Agreement and the Subsidiaries is qualified proposed consummation of the transactions contemplated by this Agreement, including without limitation, impacts on distributors, license partners, employees or consultants, other than the loss of one or more customers which, individually or in the aggregate, accounted for more than 20% of the sales of the Company in the most recent fiscal year (collectively, without giving effect to do businessthe qualifications regarding loss of more than 20% of sales, "Transaction Changes"), and also lists the names of the Company’s directors and officers(D) changes in economic, regulatory or political conditions generally.

Organization and Qualification; Subsidiaries. (aA) Each of the The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is duly organized, organized and validly existing and as a corporation in good standing under the Laws laws of Texas, with the jurisdiction of its organization and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its properties and assets and properties and to carry on its business as it in the manner in which such business is now being conducted and as proposed to be conducted. Each of the The Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do transact business, and is in good standing, as a foreign corporation in each jurisdiction in the United States where the character of its activities requires such qualification, and each such jurisdiction of qualification is listed in SCHEDULE 3.1 (A) hereto. True and complete copies of the Articles of Incorporation, or other charter documents, and Bylaws of the Company in effect on the date hereof have been delivered to Acquiror in SCHEDULE 3.1(A). (B) Each corporation, of which, directly or indirectly, a majority of all outstanding shares of capital stock the holders of which are ordinarily and generally entitled to vote for the election of a majority of the members of the board of directors thereof and which are owned by the Company (individually, a "Subsidiary," and collectively, the "Subsidiaries"), is set forth on SCHEDULE 3.1(B) hereto. Except as described in SCHEDULE 3.1(B), all of the outstanding shares of capital stock and other ownership interests of the Subsidiaries are owned, directly or indirectly, by the Company, and are duly and validly issued and outstanding, fully paid and nonassessable, and were not issued in violation of, and are not subject to, preemptive rights. None of the shares or other ownership interests of the Subsidiaries owned or held by the Company, directly or indirectly, is subject to any mortgage, pledge, lien, security interest, encumbrance, restriction, charge or claim of any kind. Except as disclosed in SCHEDULE 3.1(B) hereto, no Subsidiary has outstanding any shares of capital stock or other ownership interests or any securities convertible into or exchangeable or exercisable for any shares of its capital stock or other ownership interests, nor are there outstanding any options, warrants, rights, calls, contracts, commitments, understandings, CORPDAL:61883.1 26059-00014 5 arrangements or claims of any character by which the Company or any of its Subsidiaries is or may become bound to issue, transfer or sell, repurchase or otherwise acquire or retire any shares of capital stock or other ownership interests of any Subsidiary or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any such shares or ownership interests. Each of the Subsidiaries is duly organized and validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, each with the corporate power to own, lease and operate its respective properties and assets and to carry on its respective business in the manner in which such business is now being conducted and as proposed to be conducted. Each Subsidiary is duly qualified to transact business, and each is in good standing, as a foreign corporation in each jurisdiction where the character of the properties ownedsuch Subsidiary's activities requires such qualification, leased or operated by it or the nature and each such jurisdiction of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and Subsidiary is listed in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectSCHEDULE 3.1(B) hereto. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to do so would not, individually, or in the aggregate, have a Material Adverse Effect. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and its subsidiaries is in good standingpossession of all franchises, in each jurisdiction grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the character of the properties owned, leased or operated by it or the nature of its activities makes failure to have such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that Approvals would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Company. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest corporations identified in any other Person except for Section 2.1(b) of the SubsidiariesCompany Schedule. Neither the Company nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, or are make nor is bound by, by any written, oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-licensesublicense, insurance policy, benefit plan, commitment, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither the Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness, association or entity. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which Company and each of the Company and the Subsidiaries its subsidiaries is qualified to do businessbusiness as a foreign corporation, and also lists is in good standing, under the names laws of all jurisdictions where the nature of their business requires such qualification and where the failure to so qualify would have a Material Adverse Effect (as defined in Section 8.3) on the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company has been duly organized and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is duly organized, validly existing and in good standing under the Laws of the jurisdiction State of its organization Delaware and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets properties and to carry on its business as it is now being conducted. Each Subsidiary of Company (a 'Company Subsidiary') has been duly organized and is validly existing and in 'good standing' (with respect to jurisdictions that recognize the concept of good standing or similar concepts) under the Laws of the jurisdiction in which it is incorporated or chartered and has the requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each of the Company and the Company Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in 'good standing' (with respect to jurisdictions that recognize the concept of good standing or similar concepts), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Company has no subsidiaries except for the Subsidiariesdoes not own, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own indirectly, any equity or similar interest in in, or any interest convertible, convertible or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership or joint venture arrangement, other business entity or other Person. (c) Section 2.1(c. Schedule 4.01(b) of the Company Disclosure Schedule lists all jurisdictions in which each sets forth the percentage of the equity or similar interest in each such corporation, partnership or joint venture arrangement, other business entity or other Person owned by Company and the Company Subsidiaries is qualified to do businessand, if applicable, other Persons. All outstanding shares of capital stock of each such corporation, partnership or joint venture arrangement, other business entity or other Person are duly authorized, validly issued, fully paid and also lists the names nonassessable. All of the Company’s directors outstanding shares of capital stock of each Company Subsidiary are owned by Company free and officersclear of all Encumbrances. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments, arrangements, or agreements of any character relating to the issued or unissued capital stock or other securities of any such Company Subsidiary, or otherwise obligating Company or any such Company Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), each Subsidiary is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate, limited liability company, or limited partnership power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries each Subsidiary is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or could not be reasonably be expected to have a Material Adverse Effect. Each such jurisdiction is listed in SECTION 4.01(a) of the disclosure letter delivered by the Company to Parent on the date of the execution of this Agreement (the "COMPANY DISCLOSURE LETTER"). (b) SECTION 4.01(b) of the Company Disclosure Letter contains a true and complete list of each Subsidiary, together with the jurisdiction of incorporation or formation of each Subsidiary. The outstanding Equity Interests of each of the Subsidiaries are all duly and validly authorized and issued, fully paid and nonassessable. Except as set forth in SECTION 4.01(b) of the Company has no subsidiaries except for Disclosure Letter, (i) the SubsidiariesCompany and/or one or more of the Subsidiaries is the record and beneficial owner of all of the outstanding Equity Interests and other securities of each Subsidiary, free and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither clear of all Taxes and Encumbrances and (ii) neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries Subsidiary directly or indirectly own owns any equity or similar interest in Equity Interest in, or any interest convertible, convertible into or exchangeable or exercisable for any equity or similar interest Equity Interests in, any other Personperson. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each IVI and each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization and has the requisite corporate, limited liability company, or limited partnership corporate power and authority and is in possession of or has duly made all federal, state, provincial, local and foreign governmental franchises, grants, authorizations, licences, permits, easements, consents, certificates, rights, filings, registration declarations, approvals and orders ("Approvals") necessary to own, lease and operate its assets and the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such power, authority and Approvals would not have a Material Adverse Effect. Each of the Company IVI and the Subsidiaries each of its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. . A true and complete list of all of IVI's subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary is set forth in Section 6.1 of the written disclosure schedule previously delivered by IVI to Checkmate (b) The Company has no the "IVI Disclosure Schedule"). Except as set forth in Section 6.1 of the IVI Disclosure Schedule, IVI or one of its subsidiaries except for owns all of the Subsidiariesissued and outstanding equity or similar securities of each IVI subsidiary. No equity or similar securities of any IVI subsidiary are or may become required to be issued by reasons of any Rights, and owns there are no debt, Contracts by which IVI or any IVI subsidiary is bound to issue additional equity or other similar interest in securities or Rights or by which IVI or any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated IVI subsidiary is or may be bound to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own transfer any equity or similar interest in securities of any IVI subsidiary. There are no Contracts relating to the rights of IVI or any interest convertibleIVI subsidiary to vote or to dispose of any equity or similar securities of any IVI subsidiary. All of the equity or similar securities of each IVI subsidiary held by IVI or another IVI subsidiary are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such subsidiary is incorporated or organized and are owned by IVI or an IVI subsidiary free and clear of any Lien. Except as set forth in Section 6.1 of the IVI Disclosure Schedule, exchangeable neither IVI nor any IVI subsidiary directly or exercisable for indirectly owns any equity or similar interest in, or any Rights in, any corporation, partnership, joint venture or other Personbusiness association or entity. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), DPAC is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of California and is qualified to do business and in good standing as a foreign corporation in each jurisdiction of its organization and where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing is not reasonably likely to have a Material Adverse Effect on DPAC. DPAC has the requisite corporate, limited liability company, or limited partnership corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction except where the character of the properties ownedfailure to have such power or authority and governmental approvals is not reasonably likely, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, to have a Material Adverse Effect on DPAC. DPAC has heretofore made available to QuaTech a complete and correct copy of its articles of incorporation (including all amendments and all certificates of determination or the equivalent thereof) and bylaws, each as amended to the date hereof (the “DPAC Articles” and “DPAC Bylaws,” respectively). Such DPAC Articles and DPAC Bylaws are in full force and effect. DPAC is not in violation of any provision of the DPAC Articles or DPAC Bylaws. (b) Section 2.1(b) of the DPAC Disclosure Schedule sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each Person that is a subsidiary of DPAC (for purposes of this Section 2.1(b), each a “DPAC Subsidiary”). Except for the DPAC Subsidiaries, DPAC does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business or other Person, other than publicly traded securities constituting less than one percent of the outstanding equity of the issuing entity. Except as set forth in Section 2.1(b) of the DPAC Disclosure Schedule, all outstanding capital stock or other ownership interest of each DPAC Subsidiary is, directly or indirectly, owned (of record and beneficially) by DPAC free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such DPAC Subsidiary to any Person except DPAC. Each DPAC Subsidiary (a) is a corporation or other entity as identified in Section 2.1(b) of the DPAC Disclosure Schedule duly organized, validly existing and in good standing under the laws of its state of organization; (b) has all requisite power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation or other entity in good standing in every jurisdiction in which such qualification is required, except in the case of clause (c), for any failures to qualify or be licensed as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Company Effect on DPAC. DPAC has no subsidiaries except for made available to QuaTech complete and correct copies of the Subsidiariesarticles of incorporation, and owns no debtbylaws or similar organizational documents of each DPAC Subsidiary, equity or other similar interest as presently in any other Person except for the Subsidiarieseffect. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution With respect to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest exception to ownership set forth in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c2.1(b) of the DPAC Disclosure Schedule lists all jurisdictions in which each of Schedule, the Company schedule completely and correctly identifies the record and the Subsidiaries beneficial owner of any such shares or ownership interests, whether such record or beneficial owner is qualified to do businessan employee, agent or affiliate of DPAC, and also lists the names of the Company’s directors and officersany agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Organization and Qualification; Subsidiaries. (a) Each of the Company MOJAVE SOUTHERN and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”)wholly owned subsidiary, is Norden Associates, Inc. are each a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its organization Nevada and has they each have the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Acquisition Corp. is a corporation duly organized, validly existing and in good standing under the laws of the Company State of Delaware and has the Subsidiaries requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. MOJAVE SOUTHERN and its subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("MOJAVE SOUTHERN Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as they are now being conducted, except where the failure to have such MOJAVE SOUTHERN Approvals would not, individually or in the aggregate, have a Material Adverse Effect on MOJAVE SOUTHERN. MOJAVE SOUTHERN and its subsidiaries are duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Company has no subsidiaries except Effect on MOJAVE SOUTHERN. Except for the Subsidiariesits ownership of Norden Associates, Inc. and owns no debtAcquisition Corp., equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries MOJAVE SOUTHERN does not directly or indirectly own any equity or similar interest in in, or any interest convertible, convertible or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. (c) Section 2.1(c) business, association or entity. Norden Associates and Acquisition Corp. are the only subsidiaries of MOJAVE SOUTHERN. All of the Disclosure Schedule lists all jurisdictions in which each outstanding shares of capital stock of the Company subsidiaries of MOJAVE SOUTHERN have been validly issued and are fully paid and nonassessable and are owned free and clear of all liens and free of any other restriction (including any restriction on the Subsidiaries is qualified right to do businessvote, and also lists the names sell or otherwise dispose of the Company’s directors and officerssuch capital stock or other ownership interests).

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the Laws laws of the jurisdiction of its organization and has the requisite corporate, limited liability company, corporate or limited partnership other power and authority necessary to own, lease and operate its assets and the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. Each of the Company and the Subsidiaries its subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. . A true and complete list of all of the Company's "significant" subsidiaries, as defined in Rule 1-02 under Regulation S-X (b) The the "Company has no subsidiaries except Significant Subsidiaries"), is included as an exhibit to the Company's Annual Report on Form 10-K for the Subsidiariesfiscal year ended June 30, 2000 (the "Company 2000 Form 10-K"). A list of all subsidiaries of the Company together with the jurisdiction of organization of each such subsidiary and owns no debtthe percentage of each such subsidiary's outstanding capital stock owned by the Company or another subsidiary of the Company is contained in Section 2.01 of the written disclosure schedule previously delivered by the Company to Acquiror (the "Company Disclosure Schedule"). Except as set forth in Section 2.01 of the Company Disclosure Schedule or the Company SEC Documents, equity or other similar interest in any other Person except for the Subsidiaries. Neither neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries its subsidiaries directly or indirectly own owns any equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Person. business association or entity (cother than its wholly-owned subsidiaries), (i) Section 2.1(cwith respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest $5 million or more, or (ii) which is a publicly-traded entity unless such interest is held for investment by the Company or its subsidiary and comprises less than five percent of the Disclosure Schedule lists all jurisdictions in which each outstanding stock of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officerssuch entity.

Organization and Qualification; Subsidiaries. (a) The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted. The Company is duly licensed and qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties makes such qualification necessary, except where the failure to be so licensed or qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is not a licensed insurance company and is not domiciled or “commercially domiciled” in any state or jurisdiction for insurance regulatory purposes. (b) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Transferred Subsidiaries is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization in which it is organized or formed (as applicable) and has the requisite corporate, limited liability company, full corporate or limited partnership organizational (as applicable) power and authority to own, lease or otherwise hold its properties and operate its assets and properties and to carry on conduct its business businesses as it is now being presently conducted. Each of the Company and the Transferred Subsidiaries is duly licensed and qualified or licensed as a foreign organization to do business, and is in good standing, business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business or its ownership or leasing of its properties makes such qualification or licensing necessary, except for such failures where the failure to be so duly licensed or qualified or licensed has not had and in good standing that would notnot reasonably be expected to have, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. . Section 3.01(b) of the Company Disclosure Schedule lists each of the Transferred Subsidiaries and (bi) The its jurisdiction of organization or formation (as applicable) and (ii) any state or jurisdiction where it is domiciled or “commercially domiciled” for insurance regulatory purposes. Except as set forth in Section 3.01(b) of the Company has no subsidiaries except for Disclosure Schedule, the Company does not have any Subsidiary other than the Transferred Subsidiaries. All outstanding Equity Interests of each of the Transferred Subsidiaries have been validly issued and fully paid and are non-assessable and free and clear of any Liens, other than Permitted Liens, and owns no debt, equity or other similar interest were not issued in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking violation of any naturepreemptive or subscription rights, under which they may become obligated to makeand each of the Transferred Subsidiaries is wholly-owned by the Company, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity (through one or similar interest more Transferred Subsidiaries). Except as set forth in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) the immediately preceding sentence and in Section 2.1(c3.01(b) of the Company Disclosure Schedule lists all jurisdictions Schedule, the Company does not own, directly or indirectly, any Equity Interests in, or any Indebtedness of, any Person (other than Investment Assets in which each the ordinary course). Except as set forth on Section 3.01(b) of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.Disclosure

Organization and Qualification; Subsidiaries. (a) Each of the Company Interwave and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Subsidiaries is a corporation duly organized, organized and validly existing and and, where applicable, in good standing standing, under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company Interwave and the its Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and and, where applicable is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Interwave. (b) The Company has no Section 2.1(b) of the Interwave Disclosure Schedule lists each of Interwave’s subsidiaries except for of the date hereof (the “Subsidiaries”), the jurisdiction of incorporation of each Subsidiary, and owns no debtInterwave’s equity interest therein. Except as set forth in Section 2.1(b) of the Interwave Disclosure Schedule, equity or other similar interest in neither Interwave nor any other Person except for the Subsidiaries. Neither the Company nor the of its Subsidiaries have has agreed, are is obligated to make, or are is bound by, by any written, written or oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, bond, mortgage, indenture, option, warranty, purchase order, license, sub-license, insurance policysublicense, benefit plan, commitmentobligation, commitment or binding undertaking of any nature, nature (a “Contract”) under which they it may become obligated to make, make any future investment in in, or capital contribution to to, any other Personentity. Neither Except as set forth in Section 2.1(b) of the Company Interwave Disclosure Schedule, neither Interwave nor the any of its Subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for for, any equity or similar interest in, any other Personperson. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Company (each a “Company Subsidiary” and, collectively, the “Company Subsidiaries”) has been duly organized, and is validly existing and in good standing, under the laws of the jurisdiction of its organization incorporation or organization, as the case may be. Each of the Company and each Company Subsidiary has the requisite corporate, limited liability company, or limited partnership power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted and as currently proposed by it to be conducted. Each of the Company and the Subsidiaries each Company Subsidiary is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing necessary, except for good standing necessary other than in such failures jurisdictions where the failure to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or aggregate would not reasonably be expected to have a Material Adverse EffectEffect on the Company. (b) The Section 4.1(b) of the Company has no subsidiaries except for Disclosure Schedule sets forth a true, correct and complete list of all of the SubsidiariesCompany Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 4.1(b) of the Company Disclosure Schedule, and owns no debt, equity none of the Company or other similar interest any Company Subsidiary holds an Equity Interest in any other Person except for person. The Company directly, or indirectly through the Subsidiariesownership of a Company Subsidiary, is the owner of all of the issued and outstanding shares of capital stock of, or other Equity Interest in, each Company Subsidiary, and all such shares are duly authorized, validly issued, fully paid and nonassessable. Neither Except as set forth in Section 4.1(b) of the Company nor Disclosure Schedule, all of the Subsidiaries have agreed, issued and outstanding shares of capital stock of each Company Subsidiary are obligated to makeowned directly by the Company, or indirectly through the ownership of a Company Subsidiary, free and clear of all Encumbrances and are bound bynot subject to any preemptive right or right of first refusal created by statute, any written, oral the Certificate of Incorporation and Bylaws or other agreementequivalent organizational documents, contractas applicable, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the such Company nor the Subsidiaries directly or indirectly own any equity or similar interest in Subsidiary or any interest convertiblecontract to which such Company Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or exercisable for convertible securities or other contracts of any equity character relating to the issued or similar interest inunissued capital stock or other securities of any Company Subsidiary, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of or otherwise obligating the Company and the Subsidiaries is qualified or any Company Subsidiary to do businessissue, and also lists the names of the Company’s directors and officerstransfer, sell, purchase, redeem or otherwise acquire or sell any such securities.

Organization and Qualification; Subsidiaries. (a) Each of the The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each of the Subsidiaries of the Company is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and each of the Company and its organization and Subsidiaries has the requisite corporate, limited liability company, corporate or limited partnership similar organizational power and authority to own, operate or lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company , and the Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that as would not, either individually or in the aggregate, have have, or reasonably be expected to have have, a Company Material Adverse EffectEffect (as defined in Section 9.3). (b) The Except as disclosed in the Company has no subsidiaries except for SEC Reports (as defined in Section 3.6) filed prior to the Subsidiariesdate of this Agreement, and owns no debtexcept as would not, in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect, (i) all of the outstanding shares of capital stock and other equity securities of the Subsidiaries of the Company are owned, directly or indirectly, by the Company free and clear of all liens, pledges, security interests, or other similar interest in any encumbrances, (ii) all of the outstanding shares of capital stock or other Person except for equity securities of the Subsidiaries. Neither Subsidiaries of the Company nor have been validly issued and are fully paid and nonassessable, (iii) there are no subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (contingent or otherwise) entitling any person to purchase or otherwise acquire from the Company or any of its Subsidiaries at any time, or upon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries have agreedof the Company. There are no outstanding obligations, are obligated contingent or otherwise, of the Company or any of its Subsidiaries to makerepurchase, redeem or otherwise acquire any shares of capital stock A-15 17 or other equity securities, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest securities convertible, exchangeable or exercisable for or into, shares of capital stock or other equity securities of any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names Subsidiary of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the a. The Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization Delaware law and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its properties and assets and properties and to carry on its business as it is now being conducted. Each of the The Company and the Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Section 3.01(a) of the Company Disclosure Schedule lists all names under which the Company or any of its Subsidiaries has done business. (bb. Section 3.01(b) The of the Company Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of the Company. Each of the Company’s Subsidiaries is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization. Each of the Company’s Subsidiaries has no subsidiaries all requisite power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of the Company’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the Subsidiariesaggregate, and owns no debt, equity or other similar interest have a Company Material Adverse Effect. Except as provided in any other Person except for the Subsidiaries. Neither Section 3.01(b) of the Company nor the Subsidiaries have agreedDisclosure Schedule, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries does not directly or indirectly own any equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness association or entity. (c) c. Section 2.1(c3.01(c) of the Company Disclosure Schedule lists all jurisdictions in which sets forth a true, complete and correct list of each officer and director of the Company and the Subsidiaries is qualified to do business, and also lists the names each of the Company’s directors and officersSubsidiaries.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and has the requisite corporate power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Subsidiary of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization incorporation or organization, as the case may be, and has the requisite corporate, limited liability company, or limited partnership organizational power and authority to own, lease and and, to the extent applicable, operate its assets and properties and to carry on its business as it is now being conducted. Each Subsidiary of the Company and the Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each jurisdiction where the character of the properties owned, operated or leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so duly qualified qualified, licensed or licensed and in good standing that would notthat, either individually or in the aggregate, have or would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(cSchedule 4.1(c) of the Company Disclosure Schedule lists all jurisdictions in which each Letter sets forth a true and complete list of the Subsidiaries of the Company and their respective jurisdictions of incorporation or organization, as the Subsidiaries is case may be, the jurisdictions in which the Company and each Subsidiary of the Company are qualified or licensed to do business, and also lists the names type of and percentage of interest held, directly or indirectly, by the Company in each Subsidiary of the Company, including a list of (i) each Subsidiary of the Company that is a REIT, a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each, a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (each, a “Taxable REIT Subsidiary”), (ii) each Subsidiary of the Company that is an entity taxable as a corporation which is neither a REIT, a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary and (iii) each Subsidiary of the Company in which a Person other than the Company or a Wholly Owned Company Subsidiary holds an equity interest as of the date hereof (the “Majority Equity Joint Ventures”), together with the percentage equity interest in each Majority Equity Joint Venture held by such other Persons. (d) None of the Acquired Companies, directly or indirectly, owns any equity interest or investment (whether equity or debt) in any Person (other than in (i) the Subsidiaries of the Company, (ii) investments in short-term investment securities, (iii) Mezzanine Loans originated or acquired in the ordinary course of business and (iv) equity interests in the Persons set forth on Schedule 4.1(d)(iv) of the Company Disclosure Letter (the “Minority Equity Joint Ventures”)). (e) The Company has made available to Parent complete and correct copies of the Governing Documents. Each of the Company Parties is in compliance with the terms of its Governing Documents in all material respects. True and complete copies of the Company’s directors and officersminute book have been made available by the Company to Parent.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) each subsidiary of the Disclosure Schedule Company (the “Subsidiaries”)"SUBSIDIARY") is a corporation, is partnership, limited liability company, limited partnership, joint venture, association or other entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization and has the requisite corporate, limited liability company, or limited partnership corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each , except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would not have a Material Adverse Effect on the Company. The Company and the Subsidiaries each Subsidiary is duly qualified or licensed as a foreign organization corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually not prevent or in materially delay consummation of the aggregate, have Offer or reasonably be expected to the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would not have a Material Adverse EffectEffect on the Company. (b) The Company has no subsidiaries except for A true and complete list of all the Material Subsidiaries, together with the jurisdiction of incorporation of each Material Subsidiary and owns no debt, the percentage of the outstanding capital stock of other equity or other similar interest in any other Person except for the Subsidiaries. Neither interests of each Material Subsidiary owned by the Company nor and each other Subsidiary, is set forth in Section 4.01(b) of the Subsidiaries have agreedDisclosure Schedule. Except as disclosed in Section 4.01(b) of the Disclosure Schedule and except pursuant to Merchant Banking Activities, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries does not directly or indirectly own any material equity or similar interest in in, or any interest convertible, convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness association or entity. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company Tyrol -------------------------------------------- Therapeutics and its subsidiaries set forth on Section 2.1(a) each subsidiary of the Disclosure Schedule Tyrol Therapeutics (the “"Tyrol Therapeutics Subsidiaries”), ") is a limited liability company duly organizedincorporated, validly existing and in good standing under the Laws laws of the jurisdiction of its organization and has the all requisite corporate, limited liability company, or limited partnership power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, have not had, and could not reasonably be expected to have, individually or in the aggregate, a Tyrol Therapeutics Material Adverse Effect (as defined below). Each of the Company Tyrol Therapeutics and the Tyrol Therapeutics Subsidiaries is duly qualified or licensed as a foreign organization entity to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would nothave not had, either and could not reasonably be expected to have, individually or in the aggregate, have or reasonably be expected to have a Tyrol Therapeutics Material Adverse Effect. (b) . The Company has no subsidiaries term "Tyrol Therapeutics Material Adverse Effect" means any change in or effect on the business of Tyrol Therapeutics and Tyrol Therapeutics Subsidiaries that is materially adverse to the financial condition or results of operations of Tyrol Therapeutics and Tyrol Therapeutics Subsidiaries taken as a whole, except for any such changes or effects resulting from or arising in connection with (i) this Agreement or the Subsidiariestransactions contemplated by this Agreement or the announcement hereof, and owns no debt(ii) any changes in economic, equity regulatory or other similar interest in political conditions or (iii) any other Person except for issue or condition otherwise known to Tyrol Therapeutics prior to the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking date of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personthis Agreement. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. The Company was formed on March 15, 2005. Set forth in Schedule 3(a) is a true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization and the percentage of the outstanding capital stock or other equity interests of each such entity that is held by the Company or any of its Subsidiaries. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly or indirectly own any security or beneficial ownership interest, in any other Person (aincluding through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”)Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the Laws laws of the jurisdiction of its organization in which it is incorporated or organized and has the requisite corporate, partnership, limited liability company, company or limited partnership other organizational power and authority to own, lease and operate own its assets and properties and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries. Each of the Company and the its Subsidiaries is duly qualified or licensed as a foreign organization to do business, business and is in good standing, standing in each every jurisdiction where the character in which its ownership or lease of the properties owned, leased or operated by it property or the nature of the business conducted or proposed to be conducted by the Company and its activities makes Subsidiaries will make such qualification or licensing necessary, except for such failures to the extent that the failure to be so duly qualified or licensed and be in good standing that would notcould not have and could not be, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The . Except as set forth in Schedule 3(a), the Company has no subsidiaries except for holds all right, title and interest in and to 100% of the Subsidiaries, and owns no debtcapital stock, equity or similar interests of each of its Subsidiaries, in each case, free and clear of any Liens, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which each of the Company and the Subsidiaries is qualified to do business, and also lists the names of the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of , except where the Company and the Subsidiaries is duly qualified or licensed as a foreign organization failure to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect (as defined in SECTION 8.3 hereof) on the Company. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the properties it purports to own, operate or reasonably be expected lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. (b) The Company has no subsidiaries except for the Subsidiaries, and owns no debt, equity or other similar interest corporations identified in any other Person except for SECTION 2.1(b) of the SubsidiariesCompany Schedule. Neither the Company nor the Subsidiaries have agreed, are any of its subsidiaries has agreed nor is obligated to make, or are make nor is bound by, by any written, oral or other agreement, contract, sub-contractsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-licensesublicense, insurance policy, benefit plan, commitment, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which they it may become obligated to make, any future investment in or capital contribution to any other Personentity. Neither Except as set forth in SECTION 2.1(b) of the Company Schedule, neither the Company nor the Subsidiaries any of its subsidiaries directly or indirectly own owns any equity or similar interest in or any interest convertibleconvertible into, or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, joint venture or other Personbusiness, association or entity. (c) Section 2.1(c) of the Disclosure Schedule lists all jurisdictions in which The Company and each of the Company and the Subsidiaries its subsidiaries is qualified to do businessbusiness as a foreign corporation, and also lists is in good standing, under the names laws of all jurisdictions where the nature of their business requires such qualification and where the failure to be so qualified or in good standing would have a Material Adverse Effect on the Company’s directors and officers.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Seller is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction state of its organization formation, incorporation or equivalent, and has has, subject to the necessary authority from the Bankruptcy Court, all requisite corporate, limited liability company, or limited partnership organizational power and authority to own, lease and operate its properties and assets and properties and to carry on conduct its business as it is now currently being conducted. Each of the Company and the Subsidiaries Seller is duly qualified or licensed and in good standing to do business as a foreign organization to do business, and is in good standing, corporation in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its activities business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing that would notnot result in material Liabilities to such Seller. None of the Sellers own, either individually directly or in the aggregateindirectly, have or reasonably be expected to have a Material Adverse Effectany equity interests of any Person other than equity interests of another Seller. (b) The Company or another Seller has no subsidiaries except for made available to the Subsidiaries, Buyer true and owns no debt, equity complete copies of the certificate of incorporation and bylaws (or other similar interest equivalent organizational and governing documents) of each Seller as currently in any other Person except for the Subsidiaries. Neither the Company nor the Subsidiaries have agreed, are obligated to make, or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Personeffect. (c) Section 2.1(c) As of the Disclosure Schedule lists all jurisdictions Closing, (i) the equity interests of Reorganized RentPath will have been duly authorized and validly issued, fully paid and nonassessable and free and clear of any Liens and will not have been issued in which each violation of any applicable Law or right of any Person, including any preemptive rights or other restriction pursuant to any Contract or otherwise, (ii) there will be no options, warrants or rights of conversion or other similar rights, Contracts or other agreements, arrangements or commitments obligating Reorganized RentPath to repurchase, issue or sell any of its equity interests or any phantom equity rights, preferred interests or securities convertible into or exchangeable for its equity interests and (iii) there will be no voting trusts, equityholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Company and the Subsidiaries is qualified to do business, and also lists the names equity interests of the Company’s directors and officersReorganized RentPath.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries set forth on Section 2.1(a) of the Disclosure Schedule (the “Subsidiaries”), Company Subsidiaries is a corporation duly organized, organized and validly existing and in good standing under the Laws of the its jurisdiction of its organization incorporation and has the requisite corporate, limited liability company, or limited partnership corporate power and authority to own, lease and operate its assets and properties properties, including the Acquired Assets, and to carry on its business the Business as it is now being conducted. Each of the Company , and the Subsidiaries is duly qualified or licensed as a foreign organization corporation to do business, and and, where such concept is applicable, is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Section 3.1(b) of the Company Disclosure Schedule lists each of the Company’s subsidiaries (other than the Excluded Subsidiaries) (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”), the jurisdiction of incorporation of each Company Subsidiary and the Company’s equity interest therein, and, if not directly or indirectly wholly owned by the Company, the identity and ownership interest of each of the other owners of such Company Subsidiary. Other than as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company, directly or indirectly, owns 100% of the outstanding equity interests of each of the Company Subsidiaries. As of the date hereof neither the Company nor any Company Subsidiary has no subsidiaries except for agreed, is obligated to make or is bound (or has bound its property) by any written agreement or contract under which it is legally obligated to make any future investment (in the Subsidiariesform of a loan, capital contribution or otherwise) in any other entity (other than the Company or a wholly owned Company Subsidiary). Other than the Company’s interests in the Company Subsidiaries and the Excluded Subsidiaries or as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary directly or indirectly owns no debtany equity, equity partnership or other similar interest in any Person. All of the issued and outstanding shares of capital stock of or other Person equity interests in each Company Subsidiary (other than the Additional Sellers) have been duly authorized and validly issued and are fully paid and nonassessable and, except for the Subsidiaries. Neither as set forth in Section 3.1(b) of the Company nor the Subsidiaries have agreedDisclosure Schedule, are obligated to make, all such shares or are bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which they may become obligated to make, any future investment in or capital contribution to any other Person. Neither interests owned by the Company nor the Subsidiaries directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for any equity or similar interest in, any other PersonCompany Subsidiary are owned free and clear of all Liens. (c) Section 2.1(c) The Company has delivered to Buyer a complete and correct copy of the Disclosure Schedule lists Memorandum of Association and Articles of Association and all jurisdictions in which other organization documents of the Company as of the date of this Agreement, as well as a complete and correct copy of all similar organizational documents of each of the Company Subsidiaries (collectively, the “Formation Documents”). Such Formation Documents are in full force and effect and no other organizational documents are applicable to or binding upon the Subsidiaries Company or any Company Subsidiary. The Company and each Company Subsidiary is qualified to do business, and also lists the names not in violation in any respect of any of the Company’s directors provisions of the applicable Formation Documents. (d) All statutory books and officersregisters of the Acquired Companies have been properly kept in accordance with applicable Laws and regulations. All information, resolutions and other documents with respect to each Acquired Company have been duly filed or published in accordance with applicable Laws and regulations.