Common use of Organization, Qualification and Authority Clause in Contracts

Organization, Qualification and Authority. Advanced is a corporation duly organized, validly existing and in good standing in the State of Delaware, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date of its organization and incorporation, Advanced has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining certain third party consents, Advanced has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement. Subject to obtaining certain third party consents, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by Advanced, upon due execution and delivery thereof, will constitute the valid and binding obligations of Advanced, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced Tele-Lawyer is a corporation duly organized, validly existing and in good standing in the State of DelawareNevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced Tele-Lawyer does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached heretoorganization. Since the date of its organization and incorporation, Advanced Tele-Lawyer has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced Tele-Lawyer has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining certain third party consents, Advanced Tele-Lawyer has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement. Subject to obtaining certain third party consents, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced Tele- Lawyer have been duly authorized by all necessary corporate action on the part of Advanced Tele-Lawyer and no other action on the part of Advanced Tele- Lawyer or any other person or entity is necessary to authorize the execution, delivery and or consummation of this Agreement and all other documents and agreements executed in connection herewithAgreement. This Agreement and all other agreements and documents executed in connection herewith by AdvancedTele-Lawyer, upon due execution and delivery thereof, will constitute the valid and binding obligations of AdvancedTele- Lawyer, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced Dynamic is a corporation duly organized, validly existing and in good standing in the State of DelawareNevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced Dynamic does not own stock or equity interests interest in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as entity set forth on Exhibit 3.14.1 attached hereto (the "Dynamic Subsidiary"). Since the date of its organization and incorporation or formation, Dynamic has consistently observed and operated within the corporate formalities of the jurisdictions in which it is organized and/or conducts its business, has consistently observed and complied with the general corporation law of such jurisdictions and has been duly qualified to do business as a foreign corporation in all relevant jurisdictions. All outstanding shares of capital stock of the entities listed on Exhibit 3.1 Dynamic Subsidiaries consist solely of common stock and have been validly issued in accordance with all applicable federal and state securities laws and are owned by Advanced, Dynamic free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date of its organization and incorporation, Advanced has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced Dynamic has the full corporate right, power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining certain third party consentsrequisite approval of the shareholders of Dynamic, Advanced Dynamic has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Dynamic hereby, and to take all actions necessary to permit or approve the actions Dynamic is to take in connection with this Agreement. Subject to obtaining certain third party consentsrequisite approval of the shareholders of Dynamic, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced Dynamic have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by Advanced, upon due execution and delivery thereof, will constitute the valid and binding obligations of Advanced, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.of

Organization, Qualification and Authority. Advanced Dynamic is a corporation duly organized, validly existing and in good standing in the State of DelawareNevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced Dynamic does not own stock or equity interests interest in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those the LLC and the entities listed set forth on Exhibit 3.1 5.1 attached hereto (collectively, the "Advanced Dynamic Subsidiaries"). Except Since the date of its organization and incorporation or formation, Dynamic has consistently observed and operated within the corporate formalities of the jurisdictions in which it is organized and/or conducts its business, has consistently observed and complied with the general corporation law of such jurisdictions and has been duly qualified to do business as set forth on Exhibit 3.1, a foreign corporation in all relevant jurisdictions. All outstanding shares of capital stock of the entities listed on Exhibit 3.1 Dynamic Subsidiaries consist solely of common stock and have been validly issued in accordance with all applicable federal and state securities laws and are owned by Advanced, Dynamic free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date of its organization and incorporation, Advanced has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced Dynamic has the full corporate right, power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining certain third party consentsrequisite approval of the shareholders of Dynamic, Advanced Dynamic has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Dynamic hereby, and to take all actions necessary to permit or approve the actions Dynamic take in connection with this Agreement. Subject to obtaining certain third party consentsrequisite approval of the shareholders of Dynamic, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced Dynamic have been duly authorized by all necessary corporate action on the part of Advanced and no Dynamic. No other action on the part of Advanced Dynamic, or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents and agreements executed in connection herewith, other than such shareholder approval. This Agreement and all other agreements and documents executed in connection herewith by AdvancedDynamic, upon due execution and delivery thereof, will constitute the valid and binding obligations of AdvancedDynamic as the case may be, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. Dynamic has taken all necessary actions as a member of the LLC to authorize the LLC to enter into and perform the transactions contemplated by this Agreement.

Organization, Qualification and Authority. Advanced The Seller is a corporation duly organized, organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation to do business in all jurisdictions where the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since operation of the date Business or the ownership of its organization and incorporation, Advanced properties make such qualification necessary. Seller has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority to own, lease and operate the Assets and its properties and assets facilities as presently owned, leased and operated operated, and to carry on its business the Business as it is now being conducted. Subject to obtaining certain third party consents, Advanced Seller has the full right, power and authority been authorized by its Board of Directors to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, will have been duly authorized by all necessary action on the part of Seller’s shareholders prior to Closing. Subject No other action, consent or approval on the part of Seller or any other Person or entity is necessary to obtaining certain third party consents, the authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This Following the shareholder approval referenced in this Section, in order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by AdvancedSeller, upon due execution and delivery thereof, will shall constitute the valid and binding obligations of AdvancedSeller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally and by general principles of equity. Notwithstanding the foregoing, the Seller and Buyer acknowledge that certain third-party consents may be required in order for Seller to assign and Buyer to assume certain contracts or obligations of the Seller, and Seller represents that it shall pursue obtaining such required consents in good faith as soon as practicable following execution of this Agreement.

Organization, Qualification and Authority. Advanced The LLC is a corporation limited liability company duly organized, validly existing and in good standing in the State of DelawareNevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced Since the date of its formation, LLC has consistently observed and operated within the corporate formalities of the jurisdictions in which it is formed and/or conducts its business, and has consistently observed and complied with the applicable law of such jurisdictions. LLC does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectivelyprior to the Effective Time of Contribution. LLC will conduct no operations, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date of its organization and incorporation, Advanced has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its businesswill enter into no agreements, and has consistently observed and complied with will own no assets prior to the general corporation law of such jurisdictionClosing. Advanced has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining certain third party consents, Advanced LLC has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of LLC hereby, and to take all actions necessary to permit or approve the actions LLC takes in connection with this Agreement. Subject to obtaining certain third party consents, the The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have LLC has been duly authorized by all necessary corporate action on the part of Advanced and no LLC. No other action on the part of Advanced LLC or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents and agreements executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by AdvancedLLC, upon due execution and delivery thereof, will constitute the valid and binding obligations of AdvancedLLC, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced Seller is a corporation duly organized, validly existing and in good standing in under the laws of the State of Delaware, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date of its organization and incorporation, Advanced Seller has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority (i) to own, own or lease and to operate its properties and assets as presently owned, leased and operated (including the Acquired Assets) and to carry on its business the Business as it is now being conductedconducted and (ii) to enter into this Agreement, each of the other Transaction Documents to be entered into by Seller and, subject to the Bankruptcy Court’s entry of the Sale Order and such other authorization as is required by the Bankruptcy Code, perform its obligations under and consummate the transactions contemplated by this Agreement, including the Asset Purchase. Subject to obtaining certain third party consentsThe execution, Advanced has the full right, power delivery and authority to execute, deliver and carry out the terms performance by Seller of this Agreement and all documents and agreements necessary to give effect to the provisions consummation of the transactions contemplated by this Agreement. Subject to obtaining certain third party consents, including the executionAsset Purchase, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly and validly authorized by all necessary corporate action Seller’s board of directors (or a duly authorized committee thereof) or other equivalent governing body and no other actions on the part of Advanced Seller, subject to the Bankruptcy Court’s entry of the Sale Order and no such other action on authorization as is required by the part of Advanced or any other person or entity is Bankruptcy Code, are necessary to authorize the execution, execution and delivery and consummation by Seller of this Agreement and all other documents and agreements executed in connection herewithor the consummation of the transactions contemplated by this Agreement, including the Asset Purchase. This Agreement has been duly and all other agreements validly executed and documents executed in connection herewith delivered by AdvancedSeller and, upon due execution and delivery thereofassuming this Agreement constitutes the legal, will constitute the valid and binding obligations agreement of AdvancedBuyer, this Agreement constitutes, subject to the entry of the Sale Order and such other authorization as is required by the Bankruptcy Code, the legal, valid and binding agreement of Seller and is enforceable against Seller in accordance with their respective its terms, except as enforcement and to the extent that such validity and enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general equitable principles of general applicability (whether considered in a proceeding at law or in equity).

Organization, Qualification and Authority. Advanced Dynamic is a corporation duly organized, validly existing and in good standing in the State of DelawareNevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced Since the date of its organization and incorporation, Dynamic has consistently observed and operated within the corporate formalities of the jurisdictions in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdictions. Dynamic does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those the LLC and the entities listed set forth on Exhibit 3.1 5.1 attached hereto (collectively, the "Advanced Dynamic Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Dynamic Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto5.1. Since the date of its organization All outstanding and incorporation, Advanced has consistently observed and operated within the corporate formalities securities of the jurisdiction Dynamic Subsidiaries consist solely of common stock and have been validly issued in which it is incorporated and/or conducts its businessaccordance with all applicable federal, state and has consistently observed foreign securities laws and complied with are owned by Dynamic, free and clear of all liens, charges, encumbrances, claims and options of any nature. True and complete copies of the general corporation law Charters and Bylaws, as currently in effect, of Dynamic and each Dynamic Subsidiary have been previously delivered to ACS2 and Advanced. Other than the amendments attached hereto as part of Exhibit 5.1, no amendments to any such jurisdictionCharters or Bylaws have been authorized since January 1, 1998. Advanced Dynamic has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining certain third party consents, Advanced Dynamic has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Dynamic hereby, and to take all actions necessary to permit or approve the actions Dynamic takes in connection with this Agreement. Subject to obtaining certain third party consents, the The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have Dynamic (other than the Merger Agreement and documents related thereto, for which requisite shareholder approval must be obtained) has been duly authorized by all necessary corporate action on the part of Advanced and no Dynamic. No other action on the part of Advanced Dynamic or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents and agreements executed in connection herewithherewith (other than the Merger Agreement and documents related thereto, for which requisite shareholder approval must be obtained). This Agreement and all other agreements and documents executed in connection herewith by AdvancedDynamic, upon due execution and delivery thereof, will constitute the valid and binding obligations of AdvancedDynamic, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced The Seller is a corporation duly organized, organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation to do business in all jurisdictions where the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since operation of the date Business or the ownership of its organization and incorporation, Advanced properties make such qualification necessary. Seller has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority to own, lease and operate the Assets and its properties and assets facilities as presently owned, leased and operated operated, and to carry on its business the Business as it is now being conducted. Subject to obtaining certain third party consentsSeller has been authorized by its Board of Directors, Advanced has the full rightincluding representatives of a majority of its shareholders, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, will have been duly authorized by all necessary action on the part of Seller’s shareholders prior to Closing. Subject No other action, consent or approval on the part of Seller or any other Person or entity is necessary to obtaining certain third party consents, the authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This Following the shareholder approval referenced in this Section, in order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by AdvancedSeller, upon due execution and delivery thereof, will shall constitute the valid and binding obligations of AdvancedSeller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally and by general principles of equity. Notwithstanding the foregoing, the Seller and Buyer acknowledge that certain third-party consents may be required in order for Seller to assign and Buyer to assume certain contracts or obligations of the Seller, and Seller represents that it shall pursue obtaining such required consents in good faith as soon as practicable following execution of this Agreement.

Organization, Qualification and Authority. Advanced Explore is a corporation duly ----------------------------------------- organized, validly existing and in good standing in the State of DelawareNevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced Explore does not own stock or equity interests interest in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached heretoorganization. Since the date of its organization and incorporationincorporation or formation, Advanced Explore has consistently observed and operated within the corporate formalities of the jurisdiction jurisdictions in which it is incorporated organized and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdictionjurisdictions and has been duly qualified to do business as a foreign corporation in all relevant jurisdictions. Advanced Explore has the full corporate right, power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining certain third party consentsrequisite approval of the shareholders of Explore, Advanced Explore has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Explore hereby, and to take all actions necessary to permit or approve the actions of Explore taken in connection with this Agreement. Subject to obtaining certain third party consentsrequisite approval of the shareholders of Explore, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced Explore have been duly authorized by all necessary corporate action on the part of Advanced and no Explore, respectively. No other action on the part of Advanced Explore, or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents and agreements executed in connection herewith, other than such shareholder approval. This Agreement and all other agreements and documents executed in connection herewith by AdvancedExplore and, upon due execution and delivery thereof, will constitute the valid and binding obligations of AdvancedExplore, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced is a corporation duly organized, validly existing and in good standing in the State of Delaware, Delaware and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced ACS2 Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date of its organization and incorporation, Advanced has consistently observed and operated within the corporate formalities of the jurisdiction jurisdictions in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdictionjurisdictions. True and complete copies of the Charter and Bylaws, as currently in effect, of each ACS2 Subsidiary have been previously delivered to Dynamic. No amendments to any such Charter or Bylaws have been authorized. Advanced has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining certain third party consents, Advanced has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement. Subject to obtaining certain third party consents, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents and agreements executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by Advanced, upon due execution and delivery thereof, will constitute the valid and binding obligations of AdvancedACS2, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced The Seller is a an Iowa corporation duly organized, organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation to do business in all jurisdictions where the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since operation of the date Business or the ownership of its organization and incorporation, Advanced properties make such qualification necessary. Seller has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority to own, lease and operate the Assets and its properties and assets facilities as presently owned, leased and operated operated, and to carry on its business the Business as it is now being conducted. Subject to obtaining certain third party consents, Advanced Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller. Subject No other action, consent or approval on the part of Seller or any other Person or entity is necessary to obtaining certain third party consents, the authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This In order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by AdvancedSeller, upon due execution and delivery thereof, will shall constitute the valid and binding obligations of AdvancedSeller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced The Seller is a corporation duly organized, organized and validly existing under the laws of the State of Washington, and is in good standing in the State of Delaware, and is not required to be duly qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, all jurisdictions where the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date operation of its organization and incorporation, Advanced respective business or the ownership of its respective properties make such qualification necessary. Seller has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority to own, lease and operate its properties facilities and assets as presently owned, leased and operated operated, and to carry on its business as it is now being conducted. Subject to obtaining certain third party consents, Advanced The shareholders of Seller as of the date hereof are set forth on Schedule 4.1. Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller. Subject No other action, consent or approval on the part of Seller or any other Person or entity is necessary to obtaining certain third party consents, the authorize each of Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by AdvancedSeller, upon due execution and delivery thereof, will shall constitute the valid and binding obligations of AdvancedSeller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced The Seller is a corporation limited liability company duly organized, organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation to do business in all jurisdictions where the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since operation of the date Markets or the ownership of its organization and incorporation, Advanced properties make such qualification necessary. Seller has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority to own, lease and operate the Assets and its properties and assets facilities as presently owned, leased and operated operated, and to carry on its business the Markets as it is now being conducted. Subject to obtaining certain third party consents, Advanced Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller. Subject No other action, consent or approval on the part of Seller or any other Person or entity is necessary to obtaining certain third party consents, the authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This In order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by AdvancedSeller, upon due execution and delivery thereof, will shall constitute the valid and binding obligations of AdvancedSeller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced REP is a corporation limited partnership duly organized, organized and validly existing and in good standing in under the laws of the State of Delaware, and is not required to be in good standing and duly qualified to do business as a foreign corporation limited partnership in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, all jurisdictions where the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date operation of its organization and incorporation, Advanced respective business or the ownership of its respective properties make such qualification necessary. REP has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority to own, lease and operate its properties facilities and assets as presently owned, leased and operated operated, and to carry on its business as it is now being conducted. Subject to obtaining certain third party consentsREP owns no capital stock, Advanced security, interest or other right, or any option or warrant convertible into the same, of any Person. There are approximately 200 limited partnership interest holders of REP as of the date hereof. 4 R Oil and Gas, LLC is the general partner of REP. REP has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by REP, have been duly authorized by all necessary action on the part of REP. Subject No other action, consent or approval on the part of REP or any other Person or entity is necessary to obtaining certain third party consents, the authorize REP’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by AdvancedREP, upon due execution and delivery thereof, will shall constitute the valid and binding obligations of AdvancedREP, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced XXXX.XXX is a corporation duly organized, validly existing and in good standing in the State of Delaware, California and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth each jurisdiction in Exhibit 3.1 attached heretowhich its business requires it to be qualified. Since the date of its organization and incorporation, Advanced XXXX.XXX has consistently observed and operated within the corporate formalities of the jurisdiction jurisdictions in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdictionjurisdictions. Advanced True and complete copies of the Charter and Bylaws, as currently in effect, of XXXX.XXX have been delivered to Explore. No amendments to any such Charter or Bylaws have been authorized. XXXX.XXX has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining certain third party consents, Advanced XXXX.XXX has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement. Subject to obtaining certain third party consentsrequisite approval of the shareholders of XXXX.XXX, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced XXXX.XXX have been duly authorized by all necessary corporate action on the part of Advanced XXXX.XXX and no other action on the part of Advanced XXXX.XXX or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents and agreements executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by AdvancedXXXX.XXX, upon due execution and delivery thereof, will constitute the valid and binding obligations of AdvancedXXXX.XXX, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced The Seller is a sub-chapter S corporation duly organized, organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation to do business in all jurisdictions where the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since operation of the date Business or the ownership of its organization and incorporation, Advanced properties make such qualification necessary. Seller has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority to own, lease and operate the Assets and its properties and assets facilities as presently owned, leased and operated operated, and to carry on its business the Business as it is now being conducted. Subject to obtaining certain third party consents, Advanced Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller. Subject No other action, consent or approval on the part of Seller or any other Person or entity is necessary to obtaining certain third party consents, the authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This In order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by AdvancedSeller, upon due execution and delivery thereof, will shall constitute the valid and binding obligations of AdvancedSeller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced Seller is a corporation limited liability company duly organized, formed and validly existing and under the laws of the State of Illinois. Seller is in good standing in the State of Delaware, and is not required to be duly qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, all jurisdictions where the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation in the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since the date operation of its organization and incorporation, Advanced has consistently observed and operated within business or the corporate formalities ownership of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of properties make such jurisdictionqualification necessary. Advanced Seller has the full requisite corporate power and authority to own, lease and operate its properties facilities and assets as presently owned, leased and operated operated, and to carry on its business as it is now being conducted. Subject to obtaining certain third party consentsSeller owns no capital stock, Advanced security, interest or other right, or any option or warrant convertible into the same, of any Person. Seller has the full requisite right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereunder. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller. Subject No other action, consent or approval on the part of Seller, or any other Person or entity is necessary to obtaining certain third party consents, the authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by AdvancedSeller, upon due execution and delivery thereof, will shall constitute the valid and binding obligations of AdvancedSeller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally and by general principles of equity.

Organization, Qualification and Authority. Advanced The Seller is a corporation limited liability company duly organized, organized and validly existing and in good standing in under the State laws of Delawareits State’s jurisdiction, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Advanced does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization other than those entities listed on Exhibit 3.1 (collectively, the "Advanced Subsidiaries"). Except as set forth on Exhibit 3.1, all outstanding shares of capital stock of the entities listed on Exhibit 3.1 are owned by Advanced, free and clear of all liens, charges, encumbrances, claims and options of any nature. Each Advanced Subsidiary is a corporation duly organized, validly existing, in good standing and duly qualified as a foreign corporation to do business in all jurisdictions where the respective jurisdictions set forth in Exhibit 3.1 attached hereto. Since operation of the date Business or the ownership of its organization and incorporation, Advanced properties make such qualification necessary. Seller has consistently observed and operated within the corporate formalities of the jurisdiction in which it is incorporated and/or conducts its business, and has consistently observed and complied with the general corporation law of such jurisdiction. Advanced has the full corporate power and authority to own, lease and operate the Assets and its properties and assets facilities as presently owned, leased and operated operated, and to carry on its business the Business as it is now being conducted. Subject to obtaining certain third party consents, Advanced Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller. Subject No other action, consent or approval on the part of Seller or any other Person or entity is necessary to obtaining certain third party consents, the authorize Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Advanced have been duly authorized by all necessary corporate action on the part of Advanced and no other action on the part of Advanced or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other documents and agreements executed in connection herewith. This In order to effectuate the transactions contemplated in this Agreement, this Agreement and all other agreements and documents executed in connection herewith by AdvancedSeller, upon due execution and delivery thereof, will shall constitute the valid and binding obligations of AdvancedSeller, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally and by general principles of equity.