Common use of Organization, Authority and Qualification of the Company Clause in Contracts

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and the Stockholder Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except jurisdictions in which the failure to be licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the Company and the Subsidiaries taken as a whole. The execution and delivery of this Agreement and the Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investor) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company to the Investor.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction State of Nevada and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its incorporation business as it is currently conducted and as it is now proposed to be conducted. The Company has all necessary power and authority to enter into this Agreement and the Stockholder Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The Company is duly licensed or qualified as a foreign corporation to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except jurisdictions in which the failure for such failures to be so licensed or qualified and in good standing that would not, individually or in the aggregate, not have a material adverse effect on the Company Material Adverse Effect. Complete and the Subsidiaries taken as a whole. The execution and delivery of this Agreement and the Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investor) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete correct copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered made available by the Company to Parent. The Company is not in default in any respect in the Investorperformance, observation or fulfillment of any provision of its Articles of Incorporation or Bylaws. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (other than, with respect to the Merger, obtaining approval of the Company's stockholders and the filing and recordation of appropriate merger documents as required by the NRS). The Company hereby represents that the Board of Directors of the Company, at a meeting duly called and held, has unanimously, by vote of the directors attending such meeting, (i) determined by vote of its directors present at the meeting at which this Agreement was approved that the transactions contemplated hereby, including each of the Offer, the Merger, the Tender Agreement and the Tender and Voting Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and approved and adopted this Agreement and declared its advisability in accordance with the NRS, and (iii) recommended acceptance of the Offer and approval of this Agreement by the Company's stockholders (if such approval is required by applicable law). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Parent and Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Organization, Authority and Qualification of the Company. (a) The Each of the Company and its Subsidiaries is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into execute and deliver this Agreement and the Stockholder AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is qualified to do business in the jurisdictions listed in Section 3.01 of the Company Disclosure Letter. Each of the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased nature of the business conducted by it or the operation ownership or leasing of its business properties makes such licensing or qualification necessary, except jurisdictions in which other than where the failure to be licensed or so duly qualified and in good standing would not, individually or in the aggregate, not have a material adverse effect on the Material Adverse Effect. The Company and the Subsidiaries taken as a wholeis Solvent. The execution and delivery of this Agreement and the Stockholder Agreement Ancillary Agreements by the Company, the performance by the Company of its respective obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the CompanyCompany and its stockholders, as the case may be. This Agreement has been, and upon its their execution and delivery at the Closingdelivery, the Stockholder Agreement will Ancillary Agreements, the Notes and the Warrants shall have been, duly executed and delivered by the Company, and (assuming in the case of this Agreement and the Ancillary Agreements, due authorization, execution and delivery by the InvestorPurchasers) this Agreement constitutes, and upon its execution the Stockholder Agreement will shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of except as may be limited by any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar other Laws affecting creditors’ the rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”)creditors generally. (b) The This Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby have been unanimously approved by the Board of Directors and the Board of Directors has recommended that the transactions contemplated by this Agreement and the Ancillary Agreements be approved by the Company's stockholders. Section 3.01(b) of the Company has not taken any action that in any material respect conflicts with, constitutes a default Disclosure Letter sets forth the stockholder approvals required to be obtained under or results in a violation of any provision of its Articles applicable Law and the Company's Certificate of Incorporation (including any certificates of designation of classes or Bylaws series of Preferred Stock) for (or similar organizational documents). True and complete copies i) the issuance of the Articles of Incorporation Warrants and Bylaws the Common Stock issuable upon exercise thereof, (ii) the amendment of the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock to 800,000,000 and to effect the Preferred Stock Amendment and (iii) stockholder approval of any other aspects of the transactions contemplated by this Agreement, each as in effect on which the date hereofBoard of Directors of the Company may reasonably determine to be desirable or appropriate to submit to the stockholders of the Company for approval (collectively, have been delivered the "Required Stockholder Approval"). The Written Consent executed simultaneously with the execution of this Agreement is the only action required to be taken by the Company Company's stockholders to obtain the InvestorRequired Stockholder Approval.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation limited liability company duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the jurisdiction State of its incorporation Delaware and has all necessary full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, to carry on its business as it is currently conducted, to enter into this Agreement and the Stockholder Agreementother Transaction Documents to which the Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except jurisdictions in which where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the Company and the Subsidiaries taken as a wholeMaterial Adverse Effect. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Stockholder Agreement by the CompanyCompany is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investoreach other party thereto) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers)insolvency, reorganizationmoratorium, moratorium or reorganization and other similar Laws laws affecting creditors’ the rights generally of creditors generally, and subject to the effect exercise of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of court’s equitable powers. Each other Transaction Document to which the FDIA (“FDIA Limitations”). (b) The Company is a party has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True been duly executed and complete copies of the Articles of Incorporation and Bylaws of delivered by the Company, and (assuming due authorization, execution and delivery by each as in effect on the date hereof, have been delivered by other party thereto) such Transaction Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the Investorexercise of a court’s equitable powers.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction State of its incorporation Nevada and has all necessary corporate power and authority to enter into this Agreement own, operate or lease the properties and the Stockholder Agreementassets now owned, operated or leased by it and to carry out its obligations hereunder on the Business as it has been and thereunder and to consummate the transactions contemplated hereby and therebyis currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business business, to the knowledge of the Company and the Principal Stockholders, makes such licensing or qualification necessarynecessary or desirable. All such jurisdictions are set forth in Section 3.01 of the Disclosure Schedule. All corporate actions taken by the Company have been duly authorized, except jurisdictions and the Company has not taken any action that in which any respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or By-laws. True and correct copies of the failure to be licensed or qualified would notArticles of Incorporation and By-laws of the Company, individually or each as in the aggregate, have a material adverse effect on the Company and the Subsidiaries taken as a wholedate hereof, have been delivered to Parent. The execution and delivery by the Company of this Agreement Agreement, the Printing Supply Agreement, the Toothpaste Supply Agreement, the Transition Services Agreement, the White Drive Lease and the Stockholder Agreement by the CompanyWal-Mart Sublease, as appropriate, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, been duly executed and delivered by the CompanyCompany and the Principal Stockholders, and (assuming due authorization, execution and delivery by the InvestorParent and Merger Sub) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, legal, valid and binding obligations of the CompanyCompany and the Principal Stockholders, enforceable against the Company in and the Principal Stockholdersin accordance with their its respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company to the Investor.

Organization, Authority and Qualification of the Company. (a) The Wexford Equities and the Company and each of the Related Entities is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the its jurisdiction of its incorporation or formation. Wexford Equities and the Company and each of the Related Entities has all necessary power corporate, limited liability company or similar powers and authority required to own, operate or lease the properties and assets now owned, operated or leased by it, to carry on its business as it is currently conducted and to enter into this Agreement and the Stockholder Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by each of the Company and Wexford Equities, and the performance by each of the Company and Wexford Equities of its obligations hereunder have been duly authorized by all necessary corporate or limited liability company action, and no other corporate or limited liability company proceedings on the part of the Company or Wexford Equities are necessary to authorize this Agreement or to consummate the Merger, the Related Entity Transfers and the other transactions contemplated hereby, other than the filing of the Articles of Merger. This Agreement has been duly executed and delivered by each of the Company and Wexford Equities, and (assuming due authorization, execution and delivery by Parent and Merger Sub) this Agreement constitutes a legal, valid and binding obligation of each of the Company and Wexford Equities, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity). Wexford Equities and the Company and the Related Entities are duly licensed or qualified to do business and is are in good standing in each jurisdiction in which the properties owned or leased by it them or the operation of its business their businesses as currently conducted makes such licensing or qualification necessary, except jurisdictions in which where the failure to be licensed or so licensed, qualified would not, individually or in the aggregate, good standing would not reasonably be expected to have a material adverse effect on Material Adverse Effect. Complete and correct copies of the formation and organizational and governance documents of the Company and each of the Subsidiaries taken Related Entities have been provided to Parent. Section 4.01 of the Disclosure Schedules lists each of the Company’s and the Related Entities’ Subsidiaries. Except as a wholeset forth in Section 4.01 of the Disclosure Schedules, neither the Company nor any of the Related Entities holds an equity interest in any other Person. The execution Company Articles and delivery of this the Operating Agreement and the Stockholder Agreement by organizational or governance documents of the CompanyRelated Entities are in full force and effect, the performance by and neither the Company of its obligations hereunder and thereunder and the consummation by the Company nor any of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investor) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, legal, valid and binding obligations of the Company, enforceable against the Company Related Entities is in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation respective organizational or Bylaws (or similar organizational governance documents). True and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company to the Investor.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation limited liability company duly organized and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing existing under the Laws of the jurisdiction State of its incorporation California and has all necessary power and authority to enter into this Agreement and the Stockholder Agreementother Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. The Company is duly licensed or qualified to do business and is in good standing (to the extent that such concepts are recognized under applicable Law) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except jurisdictions in which to the extent that the failure to be licensed so licensed, qualified or qualified in good standing would notnot (a) adversely affect the ability of the Company to carry out its obligations under this Agreement or the other Transaction Documents to which it is a party or to consummate the Transactions and (b) have, and would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the Company and the Subsidiaries taken as a wholeMaterial Adverse Effect. The execution and delivery by the Company of this Agreement and the Stockholder Agreement by the Companyother Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of the Company, and no other proceedings on the part of the Company are necessary to authorize this Agreement or the other Transaction Documents to which it is a party or to consummate the Transactions (other than obtaining the Member Approval and the filing and recordation of appropriate merger documents as required by the CLLCA). This Agreement has been, and upon its execution and delivery at the Closing, other Transaction Documents to which the Stockholder Agreement Company is a party have been or will have been, be duly executed and delivered by the Company, and (assuming due authorization, execution execution, and delivery by Parent and Merger Sub and any other party thereto, other than the InvestorRelated Parties) this Agreement constitutesand the other Transaction Documents to which the Company is a party constitute a legal, valid, and upon its execution the Stockholder Agreement will constitute, legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium moratorium, or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company to the Investor.

Organization, Authority and Qualification of the Company. (a) The Except as a result of the commencement of the Bankruptcy Cases, the Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction of its incorporation and and, subject to the entry of the Confirmation Order, has all necessary corporate power and authority to enter into this Agreement and the Stockholder AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby Transactions. The Company has all necessary corporate power and therebyauthority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as it is currently conducted. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its respective business makes such licensing or qualification necessary, except jurisdictions in which to the extent that the failure to be licensed or so licensed, qualified would not, individually or in good standing: (a) has resulted from the aggregate, commencement or continuance of the Bankruptcy Cases; or (b) would not reasonably be expected to have a material adverse effect on Material Adverse Effect. Subject to the Company and entry of the Subsidiaries taken as a whole. The Confirmation Order, the execution and delivery of this Agreement and the Stockholder Agreement Ancillary Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of the CompanyCompany and its stockholders, and no other corporate action or proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements, or the consummation of the Transactions. This Agreement has been, and upon its execution and delivery at the Closingtheir execution, the Stockholder Agreement will Ancillary Agreements shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investor) Purchaser), subject to the entry of the Confirmation Order, this Agreement constitutes, and and, upon its execution their execution, the Stockholder Agreement will Ancillary Agreements shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”)Enforceability Exceptions. (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies minute books of the Articles Company contain records, which are accurate in all material respects, of Incorporation all meetings and Bylaws all actions taken by the stockholders, Board of Directors and all committees of the Board of Directors of the Company, each as in effect on the date hereof, . Complete and accurate copies of all such minute books have been delivered by the Company provided or made available to the InvestorPurchaser.

Organization, Authority and Qualification of the Company. (a) The Each of the Company and its Subsidiaries is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the its jurisdiction of its organization or incorporation as set forth on Section 3.01 of the Disclosure Schedules, and has all necessary company or corporate power and authority to enter into this Agreement own, operate or lease the properties and the Stockholder Agreementassets now owned, operated or leased by it and to carry out on its obligations hereunder business as it is currently conducted. Each of the Company and thereunder and to consummate the transactions contemplated hereby and thereby. The Company its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except jurisdictions in which where the failure to be licensed or so licensed, qualified would not, individually or in the aggregate, good standing would have a material adverse effect Material Adverse Effect on the business of the Company and the Subsidiaries taken as a whole. The execution and delivery of this Agreement and the Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the CompanySubsidiaries. This Agreement has been, and upon each of the Ancillary Agreements to which the Company or any of its execution and delivery Subsidiaries is (or with respect to Ancillary Agreements to be entered into at the Closing, the Stockholder Agreement will have beenbe) a party (collectively, “Company Ancillary Agreements”) has been duly executed and delivered by the CompanyCompany and its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by the InvestorStockholders, Parent, Merger Sub and any other Persons who or which are party hereto and thereto) this Agreement constitutes, and upon its execution each of the Stockholder Agreement will constitute, Company Ancillary Agreements constitutes a legal, valid and binding obligations obligation of the CompanyCompany and its Subsidiaries, enforceable against the such Company or Subsidiary, as applicable, in accordance with their respective its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency (including all Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered enforcement is sought in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions ). Each of the FDIA (“FDIA Limitations”). (b) The Company and its Subsidiaries has not taken any action that in any material respect conflicts withall requisite corporate, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (limited liability company, or similar organizational documents). True power and complete copies authority to execute and deliver this Agreement and each of the Articles of Incorporation Company Ancillary Agreements to which it is (or with respect to the Company Ancillary Agreements to be entered into at Closing, will be) party, to perform its obligations hereunder and Bylaws of thereunder and to consummate the CompanyTransactions. The execution, each as in effect on the date hereof, have been delivered delivery and performance by the Company of this Agreement and each of the Company Ancillary Agreements and the consummation by the Company of the Transactions have been duly authorized and approved by the Company’s board of directors, and no other corporate action on the part of the Company or, except for the Stockholder Approval, its stockholders is necessary to authorize the Investorexecution, delivery and performance of this Agreement or any Company Ancillary Agreements, and the consummation by the Company of the Transactions.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction state of its incorporation California and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each other jurisdiction in which the properties leased by it or the operation of the Business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or (ii) have a Material Adverse Effect. The Company has all corporate authority and legal capacity to enter into this Agreement and each of the Stockholder Agreementother agreements, instruments and documents required hereby to be executed and delivered by it, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except jurisdictions in which the failure to be licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the Company and the Subsidiaries taken as a whole. The execution and delivery of this Agreement and the Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery thereof by the Company, each other agreement, instrument or document required hereby to be executed and delivered by the Company at the Closing, the Stockholder Agreement Closing will have beenbe, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Purchaser or the Investorother parties thereto, as applicable) this Agreement constitutes, and upon its execution or in the Stockholder Agreement case of each agreement, instrument or document to be delivered at Closing, will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its terms, subject as to the effect of any enforcement, to (i) applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally and subject to the effect of (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions . The Company has made available to Purchaser true and complete copies of the FDIA (“FDIA Limitations”)constituent documents and stock records of the Company as in effect as of the date of this Agreement. (b) The Company has does not taken currently own or control, directly or indirectly, any action that interest in any material respect conflicts withother corporation, constitutes partnership, limited liability company, association or other business entity. The Company is not a default under or results participant in a violation of any provision of its Articles of Incorporation or Bylaws (joint venture, partnership, limited liability company or similar organizational documents). True and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company to the Investorarrangement.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the jurisdiction State of its incorporation Nebraska and has all necessary full corporate power and authority to enter into this Agreement own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Stockholder Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except jurisdictions in which the failure to be licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the Company and the Subsidiaries taken as a whole. The execution and delivery by the Company of this Agreement and any Ancillary Document to which the Stockholder Agreement by the CompanyCompany is a party, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the InvestorBuyer and Sellers) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms. This Agreement has been duly executed and delivered by the Sellers, subject to and (assuming due authorization, execution and delivery by Buyer and the effect of any applicable bankruptcyCompany) this Agreement constitutes a legal, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally valid and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions binding obligation of the FDIA (“FDIA Limitations”). (b) The Company enforceable against the Sellers in accordance with its terms. When each other Ancillary Document to which the Company is or will be a party has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True been duly executed and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms. When each other Ancillary Document to the Investorwhich a Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the jurisdiction State of its incorporation California and has all necessary full corporate power and authority to enter into this Agreement own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently being conducted. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Stockholder Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except jurisdictions in . The Company has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which the failure Company is a party, to be licensed or qualified would not, individually or in carry out its obligations hereunder and thereunder and to consummate the aggregate, have a material adverse effect on the Company transactions contemplated hereby and the Subsidiaries taken as a wholethereby. The execution and delivery by the Company of this Agreement and the Stockholder Agreement by Ancillary Documents to which the CompanyCompany is a party, the performance by the Company of its obligations hereunder and thereunder thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the InvestorBuyer) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar Laws affecting creditors’ the enforcement of creditors rights generally and subject to except as the effect enforcement of certain provisions hereof may be limited by the application of general equitable principles of equity law in certain circumstances (regardless of whether such provisions are considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True When the Ancillary Documents have been duly executed and complete copies of the Articles of Incorporation and Bylaws of delivered by the Company, to the extent party thereto (assuming due authorization, execution and delivery by Buyer, to the extent party thereto), each of the Ancillary Documents will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, except as in effect on such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the date hereof, have been delivered enforcement of creditors rights generally and except as the enforcement of certain provisions thereof may be limited by the Company to the Investorapplication of general equitable principles of law in certain circumstances (whether such provisions are considered in a proceeding at law or in equity).

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to enter into this Agreement and the Stockholder Registration Rights Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except jurisdictions in which to the extent that the failure to be licensed so licensed, qualified or qualified in good standing would not, individually or in the aggregate, have a material adverse effect on the Company and the Subsidiaries taken as a wholeMaterial Adverse Effect. The execution and delivery of this Agreement and the Stockholder Registration Rights Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Registration Rights Agreement will shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investor) this Agreement constitutesconstitutes and, and upon its execution the Stockholder Registration Rights Agreement will shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws laws relating to fraudulent transfers), reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ rights generally and subject to the effect of general principles of equity (equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that Company, subject to the fitness filing required by 14 C.F.R. § 204 in any material respect conflicts withconnection with the transactions contemplated hereby (the “Fitness Filing”), constitutes (i) is an “air carrier” within the meaning of 49 U.S.C. § 40102(a)(2); (ii) holds certificates of public convenience and necessity issued by the Secretary of Transportation pursuant to 49 U.S.C. §40102(a) and an air carrier operating certificate issued by the FAA pursuant to 14 C.F.R. Parts 119 and 121 for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo; and (iii) is a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies “citizen of the Articles of Incorporation and Bylaws of the Company, each United States” as defined in effect on the date hereof, have been delivered by the Company to the Investor49 U.S.C. § 40102(a)(15).

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to enter into this Agreement own, operate or lease the properties and the Stockholder Agreementassets now owned, operated or leased by it and to carry out on its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebybusiness as it is currently conducted. The Company is duly licensed or qualified to do business and is in good standing and is duly authorized, qualified or licensed to do business as a foreign corporation in each jurisdiction of the jurisdictions set forth in Section 3.2 of the Disclosure Schedules, which are the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except only jurisdictions in which the Company is required to be so authorized, qualified or licensed, except where the failure to be licensed or so authorized, licensed, qualified would not, individually or in the aggregate, good standing would not have a material adverse effect on Material Adverse Effect. All corporate actions taken by the Company and the Subsidiaries taken as a whole. The execution and delivery of in connection with this Agreement and each Transaction Document required as of the Stockholder date hereof are duly authorized as of the date hereof, and any such actions required to be authorized on or prior to the Closing will be duly authorized on or prior to the Closing. This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company, the performance and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement and each Transaction Document to which the Company is a party constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its obligations hereunder and thereunder terms, subject to the General Enforceability Exceptions, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investor) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company to the Investor.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized incorporated, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to enter into this Agreement and the Stockholder Agreementother Transaction Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is is, or by the Closing will be, duly licensed or qualified to do business and is is, or by the Closing will be, in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except jurisdictions in which to the extent that the failure to be so licensed or qualified would notnot (i) materially adversely affect the ability of the Company to carry out its obligations under, individually or in and to consummate the aggregatetransactions contemplated by, have this Agreement and the other Transaction Agreements to which it is a material adverse effect on party, (ii) materially adversely affect the ability of the Company and the Subsidiaries taken as to conduct the Business or (iii) have a wholeMaterial Adverse Effect. The execution and delivery by the Company of this Agreement and the Stockholder Agreement by the Companyother Transaction Agreements to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its their execution and delivery at the Closing, other Transaction Agreements to which the Stockholder Agreement will Company is a party shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the InvestorPurchaser) this Agreement constitutes, and upon its their execution each of the Stockholder Agreement other Transaction Agreements to which the Company is a party will constitute, a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to the effect of any applicable except in each case as such enforceability may be limited by bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar Laws laws affecting or relating to enforcement of creditors’ ' rights generally and subject to the effect of generally, by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw) or any applicable conservatorship or receivership provisions by an implied covenant of good faith and fair dealing. Copies of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies of the Articles Certificate of Incorporation and Bylaws By-laws of the Company, each as in effect on the date hereof, have been delivered by the Company Parent to the InvestorPurchaser.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the jurisdiction state of its incorporation Delaware and has all necessary full corporate power and authority to enter into this Agreement own, operate or lease the properties and the Stockholder Agreementassets now owned, operated or leased by it and to carry out on its obligations hereunder business as it has been and thereunder and to consummate the transactions contemplated hereby and therebyis currently conducted. The Company is duly licensed or authorized and qualified to do conduct business and is in good standing in under the Laws of each jurisdiction in which the properties owned or leased by it or the operation nature of its business makes or operations would require such licensing qualification or qualification necessary, registration except jurisdictions in which where the failure to be licensed qualified or qualified would not, individually registered can be cured without material cost or in the aggregate, have a material adverse effect on the Company and the Subsidiaries taken as a wholeexpense. The execution and delivery of this Agreement and the Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company is qualified or registered to do business in each jurisdiction listed in Section 3.02(a) of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part Disclosure Schedules. The address of the Company’s principal office and all of the Company’s additional places of business, and the U.S. taxpayer identification number, are listed in Section 3.02(a) of the Disclosure Schedules. Section 3.02(a) of the Disclosure Schedules lists all duly elected or appointed directors and officers of the Company as of immediately prior to the Closing, showing each such person’s name and position(s). Except as set forth on Section 3.02(a) of the Disclosure Schedules, during the past five (5) years, the Company has not been known by or used any corporate, fictitious or other name in the conduct of the Company’s business or in connection with the use or operation of its assets. (b) This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the InvestorBuyer) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, bankruptcy insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or and other similar Laws affecting the enforceability of creditors’ rights generally generally, general equitable principles and subject the discretion of course in granting equitable remedies. When each other Ancillary Document to which the effect of general principles of equity (regardless of whether considered in Company is or will be a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company party has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True been duly executed and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of course in granting equitable remedies. (c) The Company does not have, and has never had, any subsidiaries or any interest in any other Person. The Company has no Liability, whether absolute, accrued, contingent or otherwise, whether known or unknown, matured or unmatured and whether due or to become due, related to any former subsidiary or any other Person or entity previously acquired by the Company. Notwithstanding anything to the Investorcontrary contained in this Agreement, and without limiting any other remedies hereunder, in the event that the representation and warranty in this Section 3.02(b) is not true and correct, any reference in this Agreement (including the Disclosure Schedules and certificates or instruments delivered at Closing) to the Company shall include any such subsidiary of the Company to the extent reasonably applicable. The Company has never acquired any equity interests of any other Person or a significant portion of the assets or division of any other Person.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction State of its incorporation Utah, and has all necessary full corporate power and authority to enter into this Agreement own, operate or lease the properties and assets now owned, operated or leased by it and to conduct the Business as it has been and is currently conducted. Schedule 3.1 sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Stockholder Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except jurisdictions in which where the failure to be licensed so licensed, qualified or qualified in good standing would not, individually or in the aggregate, have a material adverse Material Adverse Effect. The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names in the jurisdictions set forth on Schedule 3.1. (b) The Company has delivered to Purchaser correct and complete copies of the Company’s Certificate of Incorporation, including all amendments, and the Company’s bylaws as in effect on since July 31, 2015, including all amendments (collectively, the “Company Organizational Documents”). The Company is not in breach of any provision in the Company Organizational Documents. (c) The Company has full corporate power and authority to enter into this Agreement and the Subsidiaries taken as other Transaction Documents to which the Company is a wholeparty, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and any other Transaction Document to which the Stockholder Agreement by the CompanyCompany is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Each of this Agreement and the other Transaction Documents to which the Company is a party has been, been duly and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, duly validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by the Investor) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject to the effect of any except as may be limited by (i) applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers)insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws affecting from time to time in effect which affect creditors’ rights generally and subject to the effect of generally, or (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”law). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company to the Investor.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation private company with limited liability ("besloten vennootschap met beperkte aansprakelijkheid ") duly organized incorporated and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing existing under the Laws laws of The Netherlands with B.V. number 34074914 and (except in those jurisdictions set forth in Section 3.02(a) of the jurisdiction of its incorporation disclosure schedule which has been delivered by the Seller to the Purchaser prior to the date hereof and has all necessary power and authority to enter into this Agreement and which is attached hereto (the Stockholder Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company "Seller's Disclosure Schedule")) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary. The Company has all the necessary power and authority to own, except jurisdictions operate or lease the properties and assets owned, operated or leased by it and to carry on its business as it has been and is currently conducted by the Company. All material actions taken by the Company have been duly authorized, and the Company has not taken any material action that in which any respect conflicts with or results in a violation of any provision of the failure to be licensed or qualified would notCompany's organizational documents (the "Company Charter Documents"). A true and correct copy of the Company Charter Documents, individually or as in the aggregate, have a material adverse effect on the Company and date hereof, has been delivered by the Subsidiaries taken as a wholeSeller to the Purchaser. The execution and delivery of this Agreement and the Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on 19 12 the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the InvestorPurchaser) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws laws affecting creditors’ ' rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company There has not taken any action that in any material respect conflicts with, constitutes a default under been no proposal made or results in a violation of any provision of its Articles of Incorporation resolution adopted (by the competent corporate bodies) for the dissolution or Bylaws (or similar organizational documents). True and complete copies of the Articles of Incorporation and Bylaws liquidation of the Company, each nor, to the best of the Seller's and the Company's knowledge, do any circumstances exist which may result in the dissolution or liquidation of the Company, and no proposal has been made or resolution adopted for the statutory merger ("juridische fusie") of the Company with any other entity. (c) The Company has neither been declared bankrupt nor been granted a moratorium of payments ("surceance van betaling"), nor has it applied for a declaration of bankruptcy or a moratorium of payments. (d) No resolution has been passed or adopted by any corporate body of the Company which has not been fully executed or implemented. (e) The Company is registered in the Trade Register at [_________] (number [ ]). The extract dated ____________ attached hereto as in effect on Exhibit 3.02(e) is correct and complete as of the date hereofthereof and the information contained therein has not been modified by any later filing. (f) The Company has no managing directors ("statutair directeuren"), have been delivered by supervisory directors ("commissarissen") or proxyholders ("procuratiehouders") other than the persons named in the extract(s) referred to in Section 3.02(e). (g) There are no other corporations, partnerships or limited liability companies in which the Company owns, of record or beneficially, any direct or other interest or any right (contingent or otherwise) to acquire the Investorsame. The Company is not, directly or indirectly, a participant in any joint venture.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation limited liability company duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the jurisdiction of its incorporation Delaware and has all necessary limited liability company power and authority to enter into this Agreement own, operate or lease the properties and the Stockholder Agreementassets now owned, operated or leased by it and to carry out on its obligations hereunder business as it has been and thereunder and to consummate the transactions contemplated hereby and therebyis currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except jurisdictions in which the failure to be so licensed or qualified would not, individually or in the aggregate, have a material adverse effect on Material Adverse Effect. True and correct copies of the certificate of formation and limited liability company agreement of the Company have been made available to the Purchaser. The Company has all necessary power and authority to enter into this Agreement and any Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Subsidiaries taken as a wholetransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company it of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investorother parties thereto) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company it in accordance with their respective its terms, subject to the effect effects of any applicable bankruptcy, insolvency (including all Laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium or and other similar Laws relating to or affecting creditors’ rights generally generally, and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”Law). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company to the Investor.

Organization, Authority and Qualification of the Company. (a) The Each of the Company and its Subsidiaries is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into execute and deliver this Agreement and the Stockholder AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is qualified to do business in the jurisdictions listed in Section 3.01 of the Company Disclosure Letter. Each of the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased nature of the business conducted by it or the operation ownership or leasing of its business properties makes such licensing or qualification necessary, except jurisdictions in which other than where the failure to be licensed or so duly qualified and in good standing would not, individually or in the aggregate, not have a material adverse effect on the Material Adverse Effect. The Company and the Subsidiaries taken as a wholeis Solvent. The execution and delivery of this Agreement and the Stockholder Agreement Ancillary Agreements by the Company, the performance by the Company of its respective obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the CompanyCompany and its stockholders, as the case may be. This Agreement has been, and upon its their execution and delivery at the Closingdelivery, the Stockholder Agreement will Ancillary Agreements, the Notes and the Warrants shall have been, duly executed and delivered by the Company, and (assuming in the case of this Agreement and the Ancillary Agreements, due authorization, execution and delivery by the InvestorPurchasers) this Agreement constitutes, and upon its execution the Stockholder Agreement will shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of except as may be limited by any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar other Laws affecting creditors’ the rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”)creditors generally. (b) The This Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby have been unanimously approved by the Board of Directors and the Board of Directors has recommended that the transactions contemplated by this Agreement and the Ancillary Agreements be approved by the Company’s stockholders. Section 3.01(b) of the Company has not taken any action that in any material respect conflicts with, constitutes a default Disclosure Letter sets forth the stockholder approvals required to be obtained under or results in a violation of any provision of its Articles applicable Law and the Company’s Certificate of Incorporation (including any certificates of designation of classes or Bylaws series of Preferred Stock) for (or similar organizational documents). True and complete copies i) the issuance of the Articles of Incorporation Warrants and Bylaws the Common Stock issuable upon exercise thereof, (ii) the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 800,000,000 and to effect the Preferred Stock Amendment and (iii) stockholder approval of any other aspects of the transactions contemplated by this Agreement, each as in effect on which the date hereofBoard of Directors of the Company may reasonably determine to be desirable or appropriate to submit to the stockholders of the Company for approval (collectively, have been delivered the “Required Stockholder Approval”). The Written Consent executed simultaneously with the execution of this Agreement is the only action required to be taken by the Company Company’s stockholders to obtain the InvestorRequired Stockholder Approval.

Organization, Authority and Qualification of the Company. (a) The As of the date hereof, the Company is a corporation duly organized organized, validly existing and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws laws of the jurisdiction State of its incorporation and Delaware. The Company has all necessary power and authority to enter into this Agreement own, operate or lease the properties and the Stockholder Agreementassets now owned, operated or leased by it and to carry out on its obligations hereunder business as it has been and thereunder is currently conducted. Set forth in Section 3.02 of the Disclosure Schedule is a true and complete list of all jurisdictions in which the Company is duly licensed or qualified to consummate the transactions contemplated hereby and therebydo business. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except necessary other than in such jurisdictions in which where the failure to be so qualified or licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the Company and the Subsidiaries Material Adverse Effect. All corporate actions taken as a whole. The execution and delivery of this Agreement and the Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has beenauthorized, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investor) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles certificate of Incorporation incorporation or Bylaws (or similar organizational documents)by-laws. True and complete correct copies of the Articles certificate of Incorporation incorporation and Bylaws by-laws of the Company, each as in effect on the date hereof, have been delivered by the Company Seller to the InvestorPurchaser. (b) As of the Closing Date, (i) the Company shall be a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and shall have all necessary power and authority to own, operate or lease the properties and assets owned, operated or leased by it and to carry on its business as it has been and is then conducted, (ii) all corporate actions taken by the Company shall have been duly authorized, and the Company shall not have taken any action that in any respect conflicts with, constitutes a default under or results in a violation of any provision of its organizational documents, and (iii) true and correct copies of the organizational documents of the Company, as in effect on the Closing Date, shall have been delivered by the Seller to the Purchaser.