Common use of Organization, Qualifications and Corporate Power Clause in Contracts

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted Shares. (b) The attached Schedule III contains a list of all subsidiaries of the Company and its equity interest therein. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and Nevada. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and qualification, except where the failure to be so licensed, qualified or in good standing would have not result in a material adverse effect on the CompanyMaterial Adverse Change. The Company has the full corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and each of the Stockholders' Agreement other Transaction Documents, to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted shares of Common Stock issuable upon conversion of the Shares (collectively, the “Preferred Stock Conversion Shares”). (b) The attached Schedule III contains Other than IMKI Ventures, Inc., a list of all subsidiaries of Delaware corporation, and DiscLive, Inc., a Delaware corporation, the Company has no Subsidiaries and its equity interest therein. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities exercisable or exchangeable for, or convertible into into, capital stock of any other corporation entity or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. The Company has no commitments or plans to establish any additional Subsidiaries. (c) Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation Subsidiary has been duly formed, organized or limited liability company duly incorporated or organizedincorporated, as the case may be, and is validly existing and as a corporation, limited partnership or limited liability company in good standing under the laws of its respective jurisdiction of incorporation formation, organization or organization, as the case may be, incorporation. Each Subsidiary has been duly qualified or registered to do business and is duly licensed or qualified to transact business in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, and is in good standing in each other jurisdiction in which the nature ownership or leasing of the business transacted by it its properties or the character nature or conduct of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted conducted, and as proposed to be conducted. All of , requires such qualification or registration, except where the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, failure to do so would not result in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiariesa Material Adverse Change.

Organization, Qualifications and Corporate Power. (a) The Company and each of its Subsidiaries is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware its organization. The Company and each of its Subsidiaries has full legal and corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted and as proposed to be conducted by it. The Company and each of its Subsidiaries is duly licensed or qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it is conducting, or the character operation, ownership or leasing of the properties owned or leased by it requires its properties, makes such licensing or qualification and necessary, other than in such jurisdictions where the failure to be so qualified would qualified, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Material Adverse Effect. Schedule 7.1(a) sets forth for the CompanyCompany and each of its Subsidiaries their respective states of incorporation and the other jurisdictions in which they are qualified to do business as a foreign corporation. No other jurisdiction has demanded, requested or otherwise indicated that the Company or any of its Subsidiaries is required to so qualify. (b) The Company has the full legal and corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, (i) to execute, deliver and perform this Agreement, the Registration Rights Agreement and each of the Stockholders' Agreement Transaction Documents, (ii) to issue, sell and deliver the Series A Preferred Shares and the Conversion Common Shares and (iii) to issue carry out fully and deliver perform its obligations under the Converted Sharesterms hereof and thereof. (bc) The attached Schedule III contains a list True and complete copies of all subsidiaries the certificate of incorporation, as amended to date, of the by-laws, as amended to date, and of the minute books and stock ledger of the Company and each of its equity interest thereinSubsidiaries have been delivered to the Investors (or to counsel for the Investors). Except for such subsidiaries, The Company and each of its Subsidiaries are in compliance in all material respects with all of the terms and provisions of their respective organizational documents. The Company does not has made available to the Investors complete and accurate copies of all (i) own minute books of record or beneficially, directly or indirectly, (A) any shares the Company and each of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or its Subsidiaries and (ii) control, directly or indirectly, any other entity. Each resolutions adopted by the directors and shareholders since the organization of the Company's corporate subsidiary Company and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organizedeach of its Subsidiaries, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital The stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination ledgers of the Company and/or one or more and each of its other subsidiaries, Subsidiaries are complete and accurate in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiariesall respects.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and Nevada. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and qualification, except where the failure to be so licensed, qualified or in good standing would have not result in a material adverse effect on the CompanyMaterial Adverse Change. The Company has the full corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and each of the Stockholders' Agreement other Transaction Documents, to issue, sell and deliver the Preferred Shares (subject to the requisite shareholder approval of the Restated Articles), and to issue and deliver the Converted shares of Common Stock issuable upon conversion of the Shares (collectively, the “Preferred Stock Conversion Shares”). (b) The attached Except as set forth on Schedule III contains a list of all subsidiaries of 2.01(b), the Company has no Subsidiaries and its equity interest therein. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities exercisable or exchangeable for, or convertible into into, capital stock of any other corporation entity or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. The Company has no commitments or plans to establish any additional Subsidiaries. (c) Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation Subsidiary has been duly formed, organized or limited liability company duly incorporated or organizedincorporated, as the case may be, and is validly existing and as a corporation, limited partnership or limited liability company in good standing under the laws of its respective jurisdiction of incorporation formation, organization or organization, as the case may be, incorporation. Each Subsidiary has been duly qualified or registered to do business and is duly licensed or qualified to transact business in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, and is in good standing in each other jurisdiction in which the nature ownership or leasing of the business transacted by it its properties or the character nature or conduct of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted conducted, and as proposed to be conducted, requires such qualification or registration, except where the failure to do so would not result in a Material Adverse Change. All DiscLive Inc., a Delaware corporation (“DiscLive”), is, and will be as of the outstanding shares of capital stock or equity interestsClosing Date, as the case may be, of each a wholly-owned subsidiary of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State state of Delaware Nevada and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and except where the failure to be so licensed or qualified would not have a material adverse effect on the Companyfinancial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted SharesWarrants. (b) The attached Schedule III contains a list of all Except for wholly-owned subsidiaries of the Company Company, the identify of which has been disclosed to the Purchasers and its equity interest therein. Except except for such subsidiariesagreements to participate in the acquisition, exploration, drilling and/or development of various oil and gas properties, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate noncorporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary subsidiaries is a corporation or limited liability company duly incorporated or organized, as the case may beincorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and except where the failure to be so licensed or qualified would not have a material adverse effect on the CompanyCompany and its subsidiaries taken as a whole. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Texas and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. The Company has the all requisite corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted Shares. (b) The attached Schedule III contains a list of all subsidiaries of the Company and its equity interest therein. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary Subsidiaries (the term "Subsidiary," and limited liability company subsidiary collectively, "Subsidiaries," means any entity of which the Company owns 10% or more of the capital stock, calculated on a fully-diluted basis) is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or its organization, as the case may be, . The Company and each of its Subsidiaries is duly licensed or qualified to transact conduct business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure so to be so qualified qualify would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business (as now conducted and or as proposed to be conducted. All of the outstanding shares of capital stock ), financial condition, operating results, assets, properties or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination prospects of the Company and/or one or more and its Subsidiaries, taken as a whole (each such effect, a "Material Adverse Effect"). The Company has all requisite corporate power and authority to execute, deliver and perform this Agreement, the Warrant Agreement and the Registration Rights Agreement and to sell, issue and deliver to the Purchasers the Securities and the shares of its other subsidiariesCommon Stock issuable upon exercise of the Warrants (collectively, the "Underlying Shares"). The Company has made available to the Purchasers complete and correct copies of the Company's Articles of Incorporation (including all amendments thereto) and Bylaws, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any in effect as of the subsidiaries is or may become obligated to issue any shares date hereof (the "Existing Articles" and "Existing Bylaws," respectively). Correct and complete copies of its capital all stock or equity interests, as the case may be, to any person other than records and minute books of the Company or one of have been made available to the other subsidiariesPurchasers.

Organization, Qualifications and Corporate Power. (a) The Company and each of its Subsidiaries is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware its organization. The Company and each of its Subsidiaries has full legal and corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted and as proposed to be conducted by it. The Company and each of its Subsidiaries is duly licensed or qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it is conducting, or the character operation, ownership or leasing of the properties owned or leased by it requires its properties, makes such licensing or qualification and necessary, other than in such jurisdictions where the failure to be so qualified would qualified, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Material Adverse Effect. Schedule 7.1(a) sets forth for the CompanyCompany and each of its Subsidiaries their respective states of incorporation and the other jurisdictions in which they are qualified to do business as a foreign corporation. No other jurisdiction has demanded, requested or otherwise indicated that the Company or any of its Subsidiaries is required to so qualify. (b) The Company has the full legal and corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, (i) to execute, deliver and perform this Agreement, the Registration Rights Agreement and each of the Stockholders' Agreement Transaction Documents, (ii) to issue, sell and deliver the Series D Preferred Shares and the Conversion Common Shares and (iii) to issue carry out fully and deliver perform its obligations under the Converted Sharesterms hereof and thereof. (bc) The attached Schedule III contains a list Company and each of its Subsidiaries are in compliance in all subsidiaries material respects with all of the terms and provisions of their respective organizational documents. The Company has made available to the Investors true, complete and accurate copies of (i) the Certificate of Incorporation, (ii) the A&R By-laws, (iii) the minute books of the Company and its equity interest therein. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws each of its respective jurisdiction of incorporation or organization, as Subsidiaries and (iv) the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination ledger of the Company and/or one or more and each of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiariesSubsidiaries.

Organization, Qualifications and Corporate Power. (a) The Each of the Borrower, the Parent Company and each Subsidiary is a corporation corporation, partnership or limited liability company, as the case may be, duly incorporatedorganized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature organization. Each of the business transacted by it or Borrower, the character of the properties owned or leased by it requires such licensing or qualification Parent Company and where the failure to be so qualified would have a material adverse effect on the Company. The Company each Subsidiary has the corporate power and authority to own and hold operate its properties and assets, and to execute and deliver, to the extent a party thereto and to the extent applicable, (i) this Agreement, (ii) the Securities to be issued in connection with this Agreement, (iii) the Security, Pledge and Guaranty Agreement, (iv) the Subordination Agreement and (v) all other agreements related to this Agreement and the Securities and referred to herein, and to issue and sell the Securities and to carry out the provisions of this Agreement and the aforementioned related agreements and to carry on its business as now conducted and as proposed to be presently conducted, to execute, deliver and perform this Agreement. Each of the Borrower, the Registration Rights Agreement Parent Company and each Subsidiary is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the Stockholders' Agreement to issuecase may be, sell in all jurisdictions in which the nature of its activities and deliver the Preferred Shares of its properties (both owned and to issue and deliver the Converted Sharesleased) makes such qualification necessary. (b) The attached Parent Company has no active subsidiaries with assets of any kind, other than as set forth on Schedule III contains a list of all subsidiaries of the Company and its equity interest therein2.01(b). Except for such subsidiaries, the The Parent Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other active corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity, other than as set forth on Schedule 2.01(b). Each direct and indirect Subsidiary of the Parent Company's corporate subsidiary , the direct owner of such Subsidiary and limited liability company subsidiary its percentage ownership thereof, is set forth on Schedule 2.01(b). For the purpose of this Agreement, a "Subsidiary" of any person or entity means (i) a corporation or limited liability company duly incorporated other entity whose shares of stock or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation other ownership interests having ordinary voting power (other than stock or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature other ownership interests having such power only by reason of the business transacted by it or the character happening of a contingency) to elect a majority of the properties owned or leased by it requires directors of such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securitiescorporation, or other rights persons or entities performing similar functions for such person or entity, are owned, directly or indirectly, by such person or entity or (contingent ii) a corporation or other) pursuant to other entity in which any such person or entity owns, directly or indirectly, more than 50% of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiariesinterests at such time.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so licensed or qualified would have a material adverse effect on the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, Amendment No. 1 (the "Registration Rights Amendment"), in the form attached as Exhibit A hereto, to the --------- Registration Rights Agreement dated March 15, 1996 among the Company, the Purchasers and Bull HN Information Systems Inc. ("Bull HN") (as amended by the Registration Rights Amendment, the "Registration Rights Agreement"), Amendment No. 1 (the "Stock Restriction Amendment"), in the form attached as Exhibit B --------- hereto, to the Stock Restriction Agreement dated March 15, 1996 among the Company, the Purchasers and the Stockholders' Agreement other parties thereto (as amended by the Stock Restriction Amendment, the "Stock Restriction Agreement"), to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted shares of Class A Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (the "Conversion Shares"). (b) The attached Schedule III contains a list of all subsidiaries of ------------ the Company and its equity interest thereinCompany. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary subsidiaries is a corporation or limited liability company duly incorporated or organized, as the case may beincorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so licensed or qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All Except as set forth in Schedule III, all of the ------------ outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries. Unless otherwise specified, the term "Company" shall mean the Company and each of the subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the except for such failure to so qualify or be so qualified would in such good standing, which, when taken together with all other such failures, are not reasonably expected to have a material adverse effect on the Companyfinancial condition, regulatory condition, capital, properties, business results of operations or prospects of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect"). The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, Agreement and the Registration Rights Agreement with the Purchasers in the form attached as Exhibit B (the "Registration Rights Agreement," and together with this Agreement, and any documents or agreements ancillary to this Agreement, the Stockholders' Agreement "Transaction Documents"), to issue, sell and deliver the Preferred Shares Convertible Debentures and to issue and deliver the Converted Conversion Shares."" (b) The attached Schedule III contains a list of all subsidiaries and affiliates of the Company and its equity interest thereineach other entity controlled, directly or indirectly, by the Company of the Company. Except for such subsidiariesentities, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary entities listed on Schedule III is a corporation or limited liability company duly incorporated or organized, as the case may beformed entity, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, formation and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.to

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the except for such failure to so qualify or be so qualified would in such good standing, which, when taken together with all other such failures, are not reasonably expected to have a material adverse effect on the Companyfinancial condition, regulatory condition, capital, properties, business results of operations or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”). The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conductedconducted and to issue and deliver the 2002 Debentures and the Common Shares. As of the Closing Date, the Company has the corporate power and authority to execute, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted Shares. (b) The attached Schedule III contains a list of all subsidiaries and affiliates of the Company and its equity interest thereineach other entity controlled, directly or indirectly, by the Company. Except for such subsidiariesentities, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary United States entities listed on Schedule III is a corporation or limited liability company duly incorporated or organized, as the case may beformed entity, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, formation and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, entity and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the except for such failure to so qualify or be so qualified would in good standing which, when taken together with all other such failures, are not reasonably expected to have a material adverse effect on the CompanyMaterial Adverse Effect. Each of the subsidiaries referenced above entities listed on Schedule III has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or other equity interests, as the case may be, interests of each of the subsidiaries Table of Contents entities listed on Schedule III are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoeverLiens; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries entities listed on Schedule III is or may become obligated to issue any shares of its capital stock or other equity interests, as the case may be, interests to any person other than the Company or one of the other subsidiaries. As used in Section 2.06(a) through (g) and Sections 2.07, 2.09 through 2.15, and 2.19 through 2.23 inclusive, the term “Company” shall mean the Company and each of the entities listed on Schedule III.

Organization, Qualifications and Corporate Power. Authorization (a) The Company eStara is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and Maryland. eStara is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and qualification, except where the failure to be so licensed or qualified would have not have, either individually or in the aggregate, a material adverse effect on the Companybusiness, results of operations, financial condition, assets, prospects, liabilities or contractual rights of eStara (an "eStara Material Adverse Effect"). The Company eStara has the corporate power and authority to own and hold its properties and to carry on its business as now conducted conducted. eStara has the corporate power and as proposed to be conducted, authority to execute, deliver and perform this Agreementthe Transaction Documents, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares Stock in accordance with the provisions of this Agreement and to issue and deliver the Converted SharesConversion Shares in accordance with the terms of eStara's Charter. (b) The attached Schedule III contains a list of all subsidiaries of the Company and its equity interest thereineStara does not have any subsidiaries. Except for such subsidiaries, the Company eStara does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture venture, limited liability company or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding . (c) The shares of capital stock or equity interestsPreferred Stock issuable to ITXC hereunder (the "Preferred Shares") have been duly authorized and, as when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Preferred Stock with no personal liability attaching to the case may be, of each of the subsidiaries are owned beneficially ownership thereof and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case will be free and clear of any all liens, charges, restrictions, claims and encumbrances imposed by or through eStara except as set forth in this Agreement. The Conversion Shares have been duly reserved for issuance upon due conversion of the Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the eStara except as set forth in this Agreement. Except as set forth in Section 5.3(c) of the disclosure schedule -------------- provided by eStara to Sellers contemporaneous with the execution of this Agreement (the "eStara Disclosure Schedule"), neither the issuance, sale or delivery of the Preferred Shares nor the issuance or delivery of the Conversion Shares is subject to any preemptive right of shareholders of eStara or to any right of first refusal or other right in favor of any nature whatsoever; person, except such rights that have been effectively waived. (d) Section 5.3(d) of the eStara Disclosure Schedule contains -------------- copies of eStara's Charter and there are no outstanding subscriptionsBy-Laws, warrantsas amended, options, convertible securities, or other rights and copies of any benefit plan (contingent or otherexcluding stock option agreements relating to stock options granted outside of the stock option plan referenced in such Section 5.3(d)) pursuant to which any Person may receive any equity security of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiarieseStara.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation limited liability company and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and qualification, except where the failure to do so would not be so qualified would reasonably expected to have a material adverse effect on the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conductedoperations, to executeassets or liabilities, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted Shares. (b) The attached Schedule III contains a list results of all subsidiaries operations or financial condition of the Company and its equity interest therein. Except for such subsidiaries, the Company does not subsidiaries taken as a whole (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entitya “Material Adverse Effect”). Each of Mesa and the Company's corporate subsidiary and limited liability company subsidiary Subsidiaries (the “Related Parties”) is a corporation or limited liability company an entity duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction state, province or territory of incorporation or organization, as the case may be, its organization and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, entity and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and qualification, except where the failure to do so would not be so qualified would reasonably expected to have a material adverse effect Material Adverse Effect; such jurisdictions are set forth on Section 2.1(a) of the Disclosure Schedule attached hereto as Schedule I (which Disclosure Schedule makes explicit reference to the particular representation as to which such exception shall apply). (The disclosure of an item in one section of the Disclosure Schedule shall be sufficient to respond to any other applicable Section of this Article II; provided that the applicability to any other section of the Disclosure Schedule be apparent on the Company. face of the item disclosed or appropriately cross-referenced.) Each of the subsidiaries referenced above Company and each Related Party has the corporate all requisite entity power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver and perform this Agreement. All Mesa has all requisite entity power and authority to execute, deliver and perform the LLC Agreement in the form attached as Exhibit D (the “LLC Agreement”), that certain Contribution Agreement dated of even date herewith between Mesa and the Company in the form attached hereto as Exhibit E (the “Contribution Agreement” and, together with the LLC Agreement and this Agreement, the “Transaction Documents”), and to issue, sell and deliver the Purchased Units. (b) Except for Subsidiaries, the Company has no subsidiaries. Neither the Company nor any of the outstanding Subsidiaries (i) owns of record or beneficially, directly or indirectly, (A) any shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear securities convertible into capital stock of any liensother corporation or (B) any equity interest in any partnership, chargeslimited liability company, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, joint venture or other rights non-corporate business enterprise or (contingent ii) controls, directly or other) pursuant to which indirectly, any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiariesentity.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so licensed or qualified would have a material adverse effect on the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement with the Purchasers and Bull HN Information Systems Inc. ("Bull HN") in the form attached as Exhibit A (the "Registration Rights Agreement"), the Stock Restriction --------- Agreement with the Purchasers and the Stockholders' other parties thereto named in paragraph (h) of Article IV of this Agreement, in the form attached as Exhibit B (the --------- "Stock Restriction Agreement") and the Voting Agreement among the Purchasers in the form attached as Exhibit C (the "Voting Agreement"), to issue, sell and --------- deliver the Preferred Shares and to issue and deliver the Converted shares of Class A Common Stock, issuable upon conversion of the Series A Convertible Preferred Stock (the "Conversion Shares"). (b) The attached Schedule III contains a list of all subsidiaries of ------------ the Company and its equity interest thereinCompany. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary subsidiaries is a corporation or limited liability company duly incorporated or organized, as the case may beincorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so licensed or qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All Except as set forth in Schedule III, all of the --------- outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries. Unless otherwise specified, the term "Company" shall mean the Company and each of the subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State state of Delaware Nevada and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and except where the failure to be so licensed or qualified would not have a material adverse effect on the Companyfinancial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Series C Preferred Shares and to issue and deliver the Converted SharesWarrants. (b) The attached Schedule III contains a list of all Except for wholly-owned subsidiaries of the Company Company, the identify of which has been disclosed to the Purchasers and its equity interest therein. Except except for such subsidiariesagreements to participate in the acquisition, exploration, drilling and/or development of various oil and gas properties, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate noncorporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary subsidiaries is a corporation or limited liability company duly incorporated or organized, as the case may beincorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and except where the failure to be so licensed or qualified would not have a material adverse effect on the CompanyCompany and its subsidiaries taken as a whole. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware New York and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and qualification, except where the failure to be so qualified licensed or to so qualify would have not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Companycondition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT"). The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Second Amended and Restated Registration Rights Agreement in the form attached as Exhibit C (the "REGISTRATION RIGHTS AGREEMENT") and the Stockholders' Second Amended and Restated Shareholders Agreement in the form attached as Exhibit D (the "SHAREHOLDERS AGREEMENT" and together with this Agreement, the Convertible Notes and the Registration Rights Agreement, the "TRANSACTION DOCUMENTS"), to issue, sell and deliver the Preferred Shares Convertible Notes at the Closing and to issue the shares of Preferred Stock, par value $0.001 per share ("PREFERRED STOCK"), and deliver Common Stock, par value $0.001 per share, of the Converted SharesCompany ("COMMON STOCK") issuable upon conversion of the Convertible Notes (such shares of Common Stock being referred to herein as the "COMMON NOTE SHARES", such shares of Preferred Stock being referred to herein as the "PREFERRED NOTE SHARES" and the Common Note Shares and the Preferred Note Shares being referred to collectively as the "NOTE SHARES"). (b) The attached Schedule III II contains a list of all subsidiaries of the Company as of the date hereof and its equity interest thereinas of the date of Closing. Except for such subsidiaries, the Company does not not, as of the date hereof and as of the date of Closing, (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary subsidiaries is a corporation or limited liability company duly incorporated or organized, as the case may beincorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and qualification, except where the failure to be so qualified licensed or to so qualify would have not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the CompanyMaterial Adverse Effect. Each of the Company's subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the Company's subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there whatsoever (collectively, "LIENS"). There are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries. As used in Sections 2.6 through 2.9, 2.11 through 2.17, 2.21 and 2.23 through 2.30 inclusive, the term "COMPANY" shall mean the Company and each of its subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware New York and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Companyqualification. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now not conducted and as proposed to be conducted, to execute, deliver and perform the terms of this Agreement, the Notes, the Warrants, the Registration Rights Agreement with the Purchasers in the form attached as Exhibit E (the "Registration Rights Agreement") and the Stockholders' Stock Restriction Agreement with the Purchasers and Xxxxxxx X. Xxxxxxxxxxx, in the form attached as Exhibit F (the "Stock Restriction Agreement"), to issue, sell and deliver the Notes and the Warrants, to issue and deliver the shares of Common Stock issuable upon exercise of the Warrants and conversion of the Notes pursuant to Section 1.10(b) hereof (collectively the "Common Conversion Shares") and, upon approval of the Charter Amendment at the Stockholders' Meeting and filing of the Charter Amendment with the Secretary of State of the State of New York, to issue and deliver the shares of Common Stock issuable upon conversion of the Preferred Shares Stock (the "Preferred Conversion Shares") and to issue and deliver the Converted shares of Preferred Stock issuable upon conversion of the Notes pursuant to Section 1.10(a) hereof (the "Preferred Shares"). (b) The Company has no subsidiaries. Except as set forth on the attached Schedule III contains a list of all subsidiaries of the Company and its equity interest therein. Except for such subsidiariesIII, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Ohio and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Companyqualification. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, and subject to the approval of the shareholders of the Company as described herein, to execute, deliver and perform this Agreement, the Registration Rights Agreement with the Purchasers in the form attached as Exhibit 2.01 (the "Registration Rights Agreement" and together with this Agreement and any documents or agreements ancillary to this Agreement, the Stockholders' Agreement "Transaction Documents"), to issue, sell and deliver the Notes, the Preferred Shares, the Warrants, the Note Warrant Common Shares and the Warrant Shares, to perform the terms of the Notes and the Warrants and to issue and deliver the Converted Note Warrant Common Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares and Warrant Shares (the "Conversion Shares"). (b) The attached Schedule III 2.01 to the Disclosure Schedule contains a list of all subsidiaries of the Company and its equity interest thereinCompany. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary subsidiaries is a corporation or limited liability company duly incorporated or organized, as the case may beincorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Companyqualification. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All Except as set forth on Schedule 2.01(b) to the Disclosure Schedule, all of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries. As used in Sections 2.06 through 2.09, 2.11 through 2.17, 2.21 and 2.22 through 2.28 inclusive, the term "Company" shall mean the Company and each of the subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State Province of Delaware Manitoba. The Company has all requisite corporate power and authority to own, operate and lease its properties, rights and assets and carry on its business as currently conducted. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each every jurisdiction in which the nature of the business transacted by it or the character of the properties properties, rights and assets owned or leased by it requires such licensing or qualification and qualification, except where the failure to have such qualification or license would not be so qualified would have a material adverse effect on material. True copies of its Certificate and Articles of Incorporation (the Company. “Articles”) and By-laws (the “By-laws”), each as amended to date and made available to the Buyer, are complete and correct, and no amendments thereto are pending. (b) The Company has the corporate power and authority to own execute and hold its properties deliver this Agreement and to carry on perform its business as now conducted obligations hereunder. The execution and as proposed to be conducted, to execute, deliver and perform delivery of this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issueother Sale Documents, sell the performance by the Company of its obligations hereunder and deliver thereunder and the Preferred Shares consummation of the transactions contemplated hereby and to issue and deliver thereby have been duly authorized by all necessary corporate action of the Converted SharesCompany. (bc) The attached Schedule III contains This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a list of all subsidiaries legal, valid and binding obligation of the Company and its equity interest therein. Except for such subsidiaries, is enforceable against the Company does not 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 equitable principles (iregardless of whether enforcement is sought in a proceeding at law or in equity) own of record or beneficially(collectively, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any “General Enforceability Exceptions”). The other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary Sale Documents will be duly executed and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record delivered by the CompanyCompany and, one assuming the due authorization, execution and delivery of its such other subsidiariesSale Documents by the other parties thereto, or any combination such Sale Documents will constitute legal, valid and binding obligations of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than enforceable against the Company or one of the other subsidiariesin accordance with their terms, except as such enforceability may be limited by General Enforceability Exceptions.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and and, with such exceptions as do not either individually or in the aggregate, have a Material Adverse Effect on the business of the Company, is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Companyqualification. A list of such jurisdictions is set forth in Schedule 3.1(a). -------- ------ The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issuetransactions contemplated herein. True and complete copies of the Certificate of Incorporation and By-laws of the Company and its subsidiaries, sell each as amended and deliver as in effect on the Preferred Shares and to issue and deliver the Converted Sharesdate hereof, are attached hereto as Schedule 3.1(a). -------- ------ The Company is not in default under or in violation of any provision of its Certificate of Incorporation or By-laws. (b) The Schedule 3.1(b) attached Schedule III hereto contains a list of all past or -------- ------ present subsidiaries of the Company and its equity interest thereinCompany. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise enterprise, or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary subsidiaries is a corporation or limited liability company duly incorporated or organized, as the case may beincorporated, validly existing existing, with such exceptions as do not either individually or in the aggregate have a Material Adverse Effect on the business of such subsidiary, and is in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Companyqualification. A list of such jurisdictions is set forth in Schedule 3.1(b). Each of the -------- ------ subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries. As used in this Article III, unless the context other requires, the term "Company" shall mean the Company and each of its subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and qualification, except where the failure to be so licensed or qualified would not have a material and adverse effect on the Companybusiness, prospects, financial condition, operations, property or affairs of the company ("Material Adverse Effect"). The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and with the Purchasers in the form attached as Exhibit A (the "Registration Rights Agreement"), the Stockholders' Agreement with the parties thereto named in paragraph (h) of Article IV of this Agreement, in the form attached as Exhibit B (the "Stockholders' Agreement), and the Amended Employment Agreements with each of Xxxxxxxx Xxxxxxxx and Xxxx Xxxx (each a "Founder" and collectively the "Founders") in the forms attached as Exhibits C1 and C2 (the "Founders Agreements" and, together with the Registration Rights Agreement and the Stockholders Agreement, the "Transaction Documents"), to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted shares of Common Stock, $0.001 par value, of the Company ("Common Stock") issuable upon conversion of the Preferred Shares (the "Conversion Shares"). (b) The attached Schedule III contains a list of all subsidiaries of the Company and its equity interest thereinhas no subsidiaries. Except for such subsidiaries, the The Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and California and, except as set forth in Schedule 2.01(a) attached hereto, is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Companyqualification. The Company has the corporate power and corporate authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, Agreement and the Registration Rights Agreement and the Stockholders' Agreement Agreement, to issue, sell and deliver the Purchaser Preferred Shares and to issue and deliver the Converted Company Common Stock issuable upon conversion of the Purchaser Preferred Shares (the "Conversion Shares"). (b) The attached Schedule III contains a list of all subsidiaries of the Company and its equity interest therein. Except for such subsidiaries, the entities listed on Schedule 2.01(b) attached hereto the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each entity listed on Schedule 2.01(b) of which the Company owns more than fifty percent (50%) of the Company's corporate subsidiary and limited liability company subsidiary voting stock (collectively, the "Subsidiaries") is a corporation or limited liability company duly incorporated or organized, as the case may beformed, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization, as the case may be, under which it has been formed and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Companyqualification. Each entity listed on Schedule 2.01(b) of which the Company does not own more than fifty percent (50%) of the subsidiaries referenced above voting stock (collectively, the "Joint Ventures") is a company duly formed, validly existing and in good standing under the laws of the jurisdiction under which it has been formed and, to the knowledge of the Company after reasonable inquiry, is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification. Each Subsidiary has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of To the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination knowledge of the Company and/or one or more of after reasonable inquiry, each Joint Venture has the power and authority to own and hold its other subsidiaries, in each case free properties and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of carry on its capital stock or equity interests, business as the case may be, to any person other than the Company or one of the other subsidiariesnow conducted.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted Shares. (b) The attached Schedule III contains a list of all subsidiaries of ------------ the Company and its equity interest therein. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware New York, and is duly licensed or qualified to transact do business as a foreign corporation corporation, and is in good standing in each other jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires makes such licensing or qualification and necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be currently conducted, to execute, deliver and perform this Agreement, the Notes, the Warrants and the Registration Rights Agreement annexed hereto as Exhibit C (the "Registration Rights Agreement") and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares and to issue and deliver shares of Common Stock issuable upon exercise of the Converted Warrants (the "Warrant Shares"). (b) The attached Except as set forth on Schedule III contains a list of all subsidiaries 2.01(b) hereof, and except for the capital stock of the Company and its equity interest therein. Except for such subsidiariesSubsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (Ai) any shares of outstanding capital stock or securities convertible into capital stock of any other corporation or (Bii) any participating interest in any partnership, trust, joint venture or other non-corporate business enterprise or (ii) controlenterprise. Except as set forth in said Schedule 2.01(b), the Company owns, directly or indirectly, all the outstanding capital stock of each Subsidiary (except for directors' qualifying shares, if any), free and clear of all liens, charges, pledges, security interests or other encumbrances. The capital stock of each Subsidiary is duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 2.01(b), no Subsidiary has issued or sold any other entityshares of its capital stock or any securities or obligations convertible into or exchangeable for, or given any person any right to acquire from such Subsidiary, any shares of its capital stock, and no such securities or obligations are outstanding. Each of the Company's corporate subsidiary and limited liability company subsidiary Subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, listed in said Schedule 2.01(b) and is duly licensed or qualified to transact do business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each other jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires makes such licensing or qualification and necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the Company. Each business, operations or financial condition of the subsidiaries referenced above such Subsidiary, and has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be currently conducted. All Complete and correct copies of the outstanding Articles of Incorporation and By-Laws of the Company and each Subsidiary as in effect on the date hereof have been delivered to the Purchaser. Other than the capital stock of the subsidiaries set forth on Schedule 2.01(b), no Subsidiary owns of record or beneficially, directly or indirectly, (i) any shares of outstanding capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear securities convertible into capital stock of any liensother corporation or (ii) any participating interest in any partnership, chargestrust, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, joint venture or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiariesbusiness enterprise.