Common use of Organization, Standing, Power and Subsidiaries Clause in Contracts

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has full power to conduct the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary). (b) Schedule 2.1(b) of the Seller Disclosure Letter sets forth a true, correct, and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letter, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusal. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company and each Subsidiary is validly incorporatedan entity duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries Company and each Subsidiary has the corporate or limited liability company power, as applicable to own its properties and to conduct its business as now being conducted and is validly incorporated, validly existing duly qualified to do business and duly registered (or the equivalent thereof) under the laws of its is in good standing in each jurisdiction of incorporation, except where the failure to be so incorporatedqualified and in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate with any such other failures, would not have a reasonably be expected to result in liability that is material to the Company. Neither the Company Material Adverse Effect. Each nor any Subsidiary is in violation of any of the Company and provisions of its Subsidiaries has full power articles of organization, operating agreement, certificate of incorporation, bylaws or equivalent organizational or governing documents, as applicable to conduct the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)such organization. (b) Schedule 2.1(b) of the Seller Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)Subsidiaries. The Company is the legal owns, of record and beneficial owner of all beneficially, 100% of the allotted issued and issued outstanding shares of capital stock and other Equity Interests securities of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure LetterSubsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and nonassessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. Other than the Subsidiaries listed in Schedule 2.1(b) of the Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any Person. None of the Company or any of the Subsidiaries has agreed or is obligated to make any future investment in or capital contribution to any Person. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (c) Since the Prior Transaction Date, none Schedule 2.1(c) of the CompanyDisclosure Letter sets forth a true, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating correct and complete list of: (i) the Company or any Subsidiary or the winding up or cessation names of the business members of the Board of Managers (or affairs similar body) of the Company and each of the Subsidiaries; (ii) the names of the members of each committee of the Board of Directors (or any Subsidiary. (dsimilar body) Since the Prior Transaction Date, of the Company has not conducted any business under or otherwise usedand each of the Subsidiaries, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreementto the extent applicable and (iii) the names and titles of the officers of the Company and each of the Subsidiaries.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a The Company Material Adverse Effect. Each of the Company and its Subsidiaries has full power and authority to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Company and has full power and authority to perform its obligations under all Contracts to which it is a party or by which it is bound. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf Schedule 2.1(a) of the Company Disclosure Letter accurately sets forth each jurisdiction where the Company is qualified, licensed or its Subsidiaries (except, admitted to do business. Other than as disclosed in the case of a Subsidiary, in favor Schedule 2.1(a) of the Company Disclosure Letter, the Company has and, since its inception has had, no Subsidiaries or another Subsidiary)any Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of: (i) the names of the members of the Company Board (or similar body), (ii) the names of the members of each Subsidiary committee of the Company Board (or similar body) and (iii) the names and titles of the officers of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letter, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusal. (c) Since The Company has made available to Acquirer true, correct and complete copies of the Prior Transaction DateCompany Articles and Company Bylaws and all of its equivalent organization or charter documents (including all amendments thereto), none in each case as amended and in effect on the date of this Agreement. All actions taken and all transactions entered into by the Company have been duly approved by all necessary action of the Company Board and shareholders of the Company, its Subsidiaries or their respective shareholders . There has ever formally approved or commenced been no violation of any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs provisions of the Company or any Subsidiary. (d) Since the Prior Transaction DateArticles, the Company Bylaws or any of its equivalent organization or charter documents, and the Company has not conducted any business under or otherwise used, for any purpose or taken no action that is inconsistent in any jurisdictionmaterial respect with any resolution adopted by the Company’s shareholders, board of directors (or other similar body) or any name committee of the board of directors (or other than its corporate name as set forth in this Agreementsimilar body).

Organization, Standing, Power and Subsidiaries. (a) The Company Each of Parent and Merger Sub I is validly a corporation duly incorporated, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationincorporation and has the corporate power and necessary Permits to own, operate, use, distribute and lease its properties and assets and to carry on its business as it is now being conducted. Each of the Company’s Subsidiaries Merger Sub II is validly incorporateda limited liability company duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of formation and has all the limited liability company power and necessary Permits to own, operate, use, distribute and lease its properties and assets and to carry on its business as it is now being conducted. None of Parent, Merger Sub I or Merger Sub II is in violation of any of the provisions of its articles or certificate of incorporation, as applicable, or bylaws or equivalent organizational or governing documents. The Company and its Subsidiaries are duly qualified to do business and is in good standing in each of the jurisdictions in which such qualification is necessary, except where the failure to be so incorporatedqualified or in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company and its Subsidiaries has full power to conduct the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary). (b) Schedule 2.1(b) of the Seller Disclosure Letter sets forth a true, correct, and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company Parent is the legal and sole beneficial owner of all of the allotted issued and issued outstanding shares and other Equity Interests of capital stock of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letterits Subsidiaries, free and clear of all Encumbrances, other than Permitted EncumbrancesLiens, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. (c) Since refusal created by statute, the Prior Transaction Datecertificate of incorporation and bylaws or other equivalent organizational or governing documents, none as applicable, of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary or the winding up or cessation of the business or affairs of the Company or otherwise obligating any Subsidiary. (d) Since the Prior Transaction Datesuch Subsidiary to issue, the Company has not conducted any business under transfer, sell, purchase, redeem or otherwise used, for acquire or sell any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreementsuch securities.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda French société par actions simplifiée duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each of The Company has the Company’s Subsidiaries is validly incorporatedcorporate power to own, validly existing operate, use, distribute and duly registered (or the equivalent thereof) under the laws of lease its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing properties and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has full power to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of Effect with respect to the Company, there are no currently effective powers of attorney executed by or on behalf . Other than as set forth in Section 2.1(a) of the Company Disclosure Letter, the Company has and, since its inception has had, no Subsidiaries or its Subsidiaries (exceptany Equity Interest, in whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. The Company is the case owner of a all of the issued and outstanding shares of capital stock of each Subsidiary, in favor free and clear of all Encumbrances (other than Permitted Encumbrances), and all such shares are duly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive right or right of first refusal created by statute, the articles of association, articles of incorporation, bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any similar character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or another Subsidiary)any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary the names and titles of the officers of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letter, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusal. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company and the Subsidiaries is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporation. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effectorganization. Each of the Company and its the Subsidiaries has full the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Company and the Subsidiaries (taken as a whole). To the Knowledge of the CompanyThe Company has and, there since January 1, 2016 has had, no Subsidiaries or any Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. There are no outstanding and currently effective powers of attorney attorneys executed by or on behalf of the Company or its the Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another SubsidiaryCompany). (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or and its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)incorporation. The Company is the legal and beneficial owner of all of the allotted issued and issued shares and other outstanding Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure LetterSubsidiary, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusalrefusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or pursuant to any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any of the Subsidiaries to issue, transfer, sell, purchase or redeem or otherwise acquire or sell any such securities. There are no entities that have been merged into or that otherwise are predecessors to the Company or any of the Subsidiaries. (c) Since Neither the Prior Transaction Date, none Company nor any of the Company, its Subsidiaries or their respective shareholders Company Stockholders has ever formally approved or commenced any proceeding or made any election dissolving contemplating the dissolution or liquidating liquidation of the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, Schedule 2.1(d) of the Company has not conducted any business under Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board and the board of directors (or otherwise usedsimilar body) of each Subsidiary, for any purpose (ii) the names of the members of each committee of the Board and the board of directors (or in any jurisdiction, any name other than its corporate name as set forth in this Agreementsimilar body) of each Subsidiary and (iii) the names and titles of the officers of each of the Company and the Subsidiaries.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company and each Subsidiary is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries Company and each Subsidiary has the corporate power to own its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is validly incorporated, validly existing duly qualified to do business and duly registered (or the equivalent thereof) under the laws of its is in good standing in each jurisdiction of incorporation, except where the failure to be so incorporatedqualified and in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate with any such other failures, would not have result in a material adverse effect on the Company. Neither the Company Material Adverse Effect. Each nor any Subsidiary is in violation of any of the Company and provisions of its Subsidiaries has full power to conduct the Business and is duly licensed certificate of incorporation or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed bylaws or qualified equivalent organizational or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)governing documents. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)Subsidiaries. The Company is the legal owns, of record and beneficial owner of all beneficially, 100% of the allotted issued and issued outstanding shares of capital stock and other Equity Interests securities of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letterits Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and nonassessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. Other than the Subsidiaries listed in Schedule 2.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any Person. None of the Company or any of its Subsidiaries has agreed or is obligated to make any future investment in or capital contribution to any Person. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs Schedule 2.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board of Directors (or any Subsidiary. (dsimilar body) Since the Prior Transaction Date, of the Company has not conducted any business under and each of its Subsidiaries; (ii) the names of the members of each committee of the Board of Directors (or otherwise used, for any purpose or in any jurisdiction, any name other than similar body) of the Company and each of its corporate name as set forth in this AgreementSubsidiaries; and (iii) the names and titles of the officers of the Company and each of its Subsidiaries.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporated, a corporation duly incorporated and validly existing and duly registered under the laws of Delaware. Each Company Subsidiary is in good standing (or to the equivalent thereofextent such concepts are recognized under Applicable Law) under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the The Company and each Company Subsidiary has the corporate or entity power to own, operate, use, distribute and lease its Subsidiaries has full power properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing (to the extent such concepts are recognized under Applicable Law) in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business is carried on as at the Agreement Datemakes such qualification or licensing necessary, except where the failure to be so duly licensed or licensed, qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not have a reasonably be expected to be material to the Company. Neither the Company Material Adverse Effect. To nor the Knowledge Company Subsidiaries is in violation of any of the Company, there are no currently effective powers provisions of attorney executed by their respective certificate of incorporation or on behalf of the Company equivalent organizational or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)governing documents. (b) Schedule Section 2.1(b) of the Seller Disclosure Letter lists each Company Subsidiary, their respective jurisdictions of organization and the holders of the Equity Interests thereof. The Company is the owner of all of the issued and outstanding Equity Interests of each Company Subsidiary, free and clear of all Encumbrances (other than Permitted Encumbrances). (c) The Company has not approved or commenced any proceeding or made any election contemplating the dissolution or liquidation of the Company or any Company Subsidiary. (d) Section 2.1(d) of the Seller Disclosure Letter sets forth a true, correct, correct and complete list of: (i) the names of the members of the Board and the board of directors (or similar body) of each Subsidiary Company Subsidiary, (ii) the names of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description members of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all committee of the allotted Board and issued shares and other Equity Interests the board of directors (or similar body) of each Company Subsidiary and (iii) the names and titles of the officers of each of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letter, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusalSubsidiaries. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each The Acquired Companies have the corporate power and necessary Permits to own, operate, use, distribute and lease their respective properties and to conduct the Business. The Acquired Companies are duly qualified to do business and are in good standing in each of the Company’s Subsidiaries jurisdictions specified on Schedule 3.1(a) to the Disclosure Schedule, which are the only jurisdictions in which such qualification is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporationnecessary, except where the failure to be so incorporatedqualified or in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has full power to conduct the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary). (b) Schedule 2.1(b3.1(b) of the Seller Disclosure Letter Schedule sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the sole legal and beneficial owner of all of the allotted issued and issued outstanding shares and other Equity Interests of capital stock of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Lettersuch Subsidiary, free and clear of all Encumbrances, other than Permitted EncumbrancesLiens, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusalrefusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary or otherwise obligating any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (c) Since Schedule 3.1(c) of the Prior Transaction DateDisclosure Schedule sets forth a true, none correct and complete list of: (i) the names of the members of the Board and the board of directors or other governing body of each Subsidiary of the Company and (ii) the names and titles of the officers of the Company and each Subsidiary of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company and each Subsidiary is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries Company and each Subsidiary has the corporate power to own its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is validly incorporatedduly qualified to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, validly existing and duly registered (leased or licensed) or the equivalent thereof) under the laws nature of its jurisdiction of incorporationbusiness make such qualification necessary, except where the failure to be so incorporatedqualified and in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate with any such other failures, would not have a Company Material Adverse EffectEffect on the Company. Each Neither the Company nor any Subsidiary is in violation of any of the Company provisions of its Amended and its Subsidiaries has full power to conduct the Business and is duly licensed Restated Certificate of Incorporation or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed Bylaws or qualified equivalent organizational or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)governing documents. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and Holdco. The Company owns, of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(brecord and beneficially, one hundred percent (100%) of the Seller Disclosure Letterissued and outstanding shares of capital stock and other securities of each of its Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and nonassessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. Other than the Subsidiaries listed in Schedule 2.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any Person. None of the Company or any of its Subsidiaries has agreed or is obligated to make any future investment in or capital contribution to any Person. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs Schedule 2.1(c) of the Company or any Subsidiary. (d) Since Disclosure Letter sets forth a true, correct and complete list, as of the Prior Transaction Agreement Date, of: (i) the names of the members of the Board of Directors (or similar body) of the Company has not conducted any business under and each of its Subsidiaries; (ii) the names of the members of each committee of the Board of Directors (or otherwise used, for any purpose or in any jurisdiction, any name other than similar body) of the Company and each of its corporate name as set forth in this Agreement.Subsidiaries; and (iii) the names and titles of the officers of the Company and each of its Subsidiaries. Table of Contents

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Each Subsidiary is duly registered (or the equivalent thereof) organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporationorganization. Each The Company and each Subsidiary has the corporate or similar power to own, operate, use, distribute and lease its properties and to conduct the Business. The Company and each Subsidiary is duly licensed or qualified to do business and, to the extent applicable, is in good standing in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its activities makes such qualification or licensing necessary to the Business of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (Company or the equivalent thereof) under the laws of its jurisdiction of incorporationapplicable Subsidiary, except where the failure to be so incorporatedqualified or licensed or in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate with any other such failures, would not have reasonably be expected to result in a Company Material Adverse EffectEffect with respect to the Company. Each Schedule 2.1(a) of the Company Disclosure Letter sets forth a true, correct and its Subsidiaries has full power to conduct complete list of each Subsidiary. The Company is the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To the Knowledge owner of all of the Companyissued and outstanding shares of capital stock of each Subsidiary, there free and clear of all Encumbrances (other than restrictions pursuant to applicable securities laws), and all such shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any preemptive right or right of first refusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no currently effective powers outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of attorney executed by any character relating to the issued or on behalf unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person, other than the Subsidiaries listed in Schedule 2.1(a) of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)Disclosure Letter. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth forth, as of the Agreement Date, a true, correct, correct and complete list of: (i) the names of the members of the Board (or similar body), (ii) the names of the members of each Subsidiary committee of the Board (or similar body) and (iii) the names and titles of the officers of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letter, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusal. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company and the Subsidiaries is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporation. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effectorganization. Each of the Company and its the Subsidiaries has full the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of Effect with respect to the Company or its and the Subsidiaries (excepttaken as a whole). Other than the Subsidiaries, in the case of a Subsidiary, in favor of the Company has no Equity Interest in, or another Subsidiary)any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or and its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)incorporation. The Company is the legal and beneficial owner of all of the allotted issued and issued shares and other outstanding Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure LetterSubsidiary, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusalrefusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or pursuant to any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any of the Subsidiaries to issue, transfer, sell, purchase or redeem or otherwise acquire or sell any such securities. There are no entities that have been merged into or that otherwise are predecessors to the Company or any of the Subsidiaries. (c) Since Neither the Prior Transaction Date, none Company nor any of the Company, its Subsidiaries or their respective shareholders Company Stockholders has ever formally approved or commenced any proceeding or made any election dissolving contemplating the dissolution or liquidating liquidation of the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, Schedule 2.1(d) of the Company has not conducted any business under Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board and the board of directors (or otherwise usedsimilar body) of each Subsidiary, for any purpose (ii) the names of the members of each committee of the Board and the board of directors (or in any jurisdiction, any name other than its corporate name as set forth in this Agreementsimilar body) of each Subsidiary and (iii) the names and titles of the officers of the Company and the Subsidiaries.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda limited liability company duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction the state of incorporationDelaware. Each of the Company’s Subsidiaries Company Subsidiary is validly incorporateda limited liability company duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction the state of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse EffectNew York. Each of the Company and its the Company Subsidiaries has full the power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of Effect with respect to the Company, there are no currently effective powers of attorney executed by or . Except as set forth on behalf Schedule 2.1(a) of the Company or its Subsidiaries (exceptDisclosure Letter, in the case of a Subsidiary, in favor of the Company has and, since its inception has had, no Subsidiaries or another Subsidiary)any Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary the names and titles of the Company, any other entity in which officers of the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization Company Subsidiary. (together with the Company, the “Company Group Entities”). c) The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure LetterSubsidiary, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions preemptive rights created by statute, such Company Subsidiary’s articles of organization, limited liability company agreement or paymentsany Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, pre-emptive rights options, warrants, “put” or rights “call” rights, exchangeable or convertible securities or other Contracts of first refusal. (c) Since any character relating to the Prior Transaction Dateissued membership interests of any Company Subsidiary, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating otherwise obligating the Company or any Company Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Dateto issue, the Company has not conducted any business under transfer, sell, purchase, redeem or otherwise used, for acquire or sell any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreementsuch Equity Interests.

Organization, Standing, Power and Subsidiaries. (a) The Company is a company duly incorporated and validly existing under the laws of Israel. Each Subsidiary is duly incorporated, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporation. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the The Company and its the Subsidiaries has full have the corporate power to own, operate, use, distribute and lease their properties and to conduct the Business and is are duly licensed or qualified to do business and are in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of material and adverse effect with respect to the Company or its the Subsidiaries. The Company and the Subsidiaries (except, are not in the case violation of a Subsidiary, in favor any of the Company provisions of their Charter Documents, certificate of incorporation, bylaws or another Subsidiary)other organizational documents, as applicable. (b) Schedule 2.1(b) of the Seller Disclosure Letter sets Except as set forth a true, correct, and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Company Disclosure LetterSchedule, free the Company does not have and clear has not ever had a subsidiary and the Company does not own or control and has never owned or controlled, directly or indirectly, any Equity Interest in, or have any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any, corporation, partnership, limited liability company, joint venture or other business association or entity. The Company is the sole owner of all Encumbrances, other than Permitted Encumbrances, of the issued and all such outstanding Equity Interests of the Subsidiaries. There are duly authorizedno outstanding subscriptions, validly issuedoptions, fully paid warrants, “put” or properly credited as fully paid and“call” rights, except as set forth in exchangeable or convertible securities or other Contracts of any character relating to the relevant Organizational Documents issued or Applicable Lawunissued share capital or other securities of the Subsidiaries, are not subject or otherwise obligating the Company or any Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any additional contributions or payments, pre-emptive rights or rights of first refusalsuch securities. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs Schedule 2.1(c) of the Company or any SubsidiaryDisclosure Schedule sets forth a true, correct and complete list of: (i) the names of the members of the Company Board of Directors and of the board of directors of each of the Subsidiaries and (ii) the names and titles of the officers of the Company and each of the Subsidiaries. (d) Since the Prior Transaction Date, the The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, business name or other name, other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries Subsidiary is validly incorporatedduly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Prior to the date of this Agreement, except where the failure Company has made available to be so incorporatedAcquirer true and complete copies of the Certificate of Incorporation, validly existing and duly registered (the Bylaws or the other equivalent thereof) would not have a Company Material Adverse Effect. Each organizational or governing documents of the Company and each Subsidiary, in each case as amended to date. Neither the Company nor any Subsidiary is in material violation of any such Certificate of Incorporation, the Bylaws or other equivalent organizational or governing documents, as applicable. The Company and each Subsidiary has the corporate power to own, operate, use, distribute and lease its Subsidiaries has full power properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of reasonably be expected to be material to the Company or its Subsidiaries (exceptsuch Subsidiary, in as the case of a Subsidiary, in favor of the Company or another Subsidiary)may be. (b) Schedule 2.1(b3.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which Subsidiary. Either the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company Subsidiary is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure LetterSubsidiary, free and clear of all Encumbrances, Encumbrances (other than Permitted Encumbrances, ) and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusalrefusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to be issued or unissued capital stock or other Equity Interests of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests. Except as set forth in Schedule 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any Equity Interests in any Person, other than the Subsidiaries listed in Schedule 3.1(b) of the Company Disclosure Letter. (c) Since Schedule 3.1(c) of the Prior Transaction DateCompany Disclosure Letter sets forth a true, none correct and complete list of: (i) the names of the members of the Board, (ii) the names of the members of each committee of the Board and (iii) the names and titles of the officers of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation in each case, as of the business or affairs Agreement Date. Schedule 3.1(c) of the Company or any Disclosure Letter also sets forth a true, correct and complete list of: (i) the names of the members of the board of directors of the Operating Subsidiary, (ii) the names of the members of each committee of the board of directors of the Operating Subsidiary and (iii) the names and titles of the officers of the Operating Subsidiary, in each case, as of the Agreement Date. (d) Since the Prior Transaction Date, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company is validly incorporatedand each Subsidiary is, respectively, duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its Australia and the jurisdiction of incorporationsuch Subsidiary's organization. Each of the Company’s Subsidiaries Company and each Subsidiary has the corporate power to own its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is validly incorporated, validly existing duly qualified to do business and duly registered (or the equivalent thereof) under the laws of its is in good standing in each jurisdiction of incorporation, except where the failure to be so incorporatedqualified and in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate with any such other failures, would not have a reasonably be expected to result in liability that is material to the Company. Neither the Company Material Adverse Effect. Each nor any Subsidiary is in violation of any of the Company and provisions of its Subsidiaries has full power to conduct the Business and is duly licensed Constitution or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Datearticles of association, except where the failure to be so duly licensed certificate or qualified articles of incorporation, bylaws or licensed would not have a Company Material Adverse Effectother equivalent or organizational or governing documents. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary). (b) Schedule 2.1(b) of the Seller Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)Subsidiaries. The Company is the legal owns, of record and beneficial owner of all beneficially, 100% of the allotted issued and issued outstanding shares of capital stock and other Equity Interests securities of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letterits Subsidiaries, free and clear of all Encumbrances, Encumbrances (other than Permitted Encumbrancesthose imposed by the Company or under applicable securities law), and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and nonassessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. (c. Other than the Subsidiaries listed in Schedule 2.1(b) Since the Prior Transaction Date, none of the CompanyDisclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any Person. None of the Company or any of its Subsidiaries has agreed or their respective shareholders has ever formally approved is obligated to make any future investment in or commenced capital contribution to any proceeding Person, other than as between and among the Company and its Subsidiaries which do not in any event, include the issuance of securities. There are no outstanding subscriptions, options, warrants, "put" or made "call" rights, exchangeable or convertible securities or other Contracts of any election dissolving character relating to the issued or liquidating unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Schedule 2.1(c) of the Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board of the Company and each of its Subsidiaries; (ii) the names of the members of each committee of the Board of the Company and each of its Subsidiaries; and (iii) the names and titles of the officers of the Company and each of its Subsidiaries appointed by each respective Board. No: meeting has been convened, resolution proposed, petition presented or order made for the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Dateof its Subsidiaries; receiver, receiver and manager, provisional liquidator, liquidator or other officer of a court of competent jurisdiction has been appointed in relation to all or any material asset of the Company or any of its Subsidiaries; or mortgagee or chargee has taken, attempted or indicated an intention to exercise its rights under any security of which the Company or any of its Subsidiaries is the mortgagor or chargor. Each of the Company and each Subsidiary: does not conducted act or carry on business in partnership with any other Person; is not a member of any corporate or unincorporated body, undertaking or association (other than a trade association); or does not hold or is not liable on any share or security (other than a share or security in a trade association) which is not fully paid up or which carries any liability. Other than trademarks or business under or otherwise used, for any purpose or names registered in any jurisdiction, any a name other than its corporate registered company name, neither the Company nor any of its Subsidiaries trades under a name other than its registered Company or such Subsidiary name (being the name in which the Company or such Subsidiary was incorporated). The Company: is not insolvent within the meaning of section 95A of the Corporations Act; has not stopped or ceased being capable of paying its debts as set forth in this Agreementand when they fall due; or is not subject to voluntary administration under Part 5.3A of the Corporations Act.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company and each Subsidiary is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries Company and each Subsidiary has the corporate power to own its properties and to conduct its business as now being conducted and is validly incorporated, validly existing duly qualified to do business and duly registered (or the equivalent thereof) under the laws of its is in good standing in each jurisdiction of incorporation, except where the failure to be so incorporatedqualified and in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate with any such other failures, would not have result in a Company Material Adverse EffectEffect on the Company. Each Neither the Company nor any Subsidiary is in violation of any of the Company and provisions of its Subsidiaries has full power to conduct the Business and is duly licensed certificate of incorporation or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed bylaws or qualified equivalent organizational or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)governing documents. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)Subsidiaries. The Company is the legal owns, of record and beneficial owner of all beneficially, 100% of the allotted issued and issued outstanding shares of capital stock and other Equity Interests securities of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letterits Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and nonassessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. Other than the Subsidiaries listed in Schedule 2.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any Person. None of the Company or any of its Subsidiaries has agreed or is obligated to make any future investment in or capital contribution to any Person. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (c) Since Schedule 2.1(c) of the Prior Transaction DateCompany Disclosure Letter sets forth a true, none correct and complete list of: (i) the names of the members of the Board of Directors (or similar body) of the Company and each of its Subsidiaries; (ii) the names of the members of each committee of the Board of Directors (or similar body) of the Company and each of its Subsidiaries; and (iii) the names and titles of the executive officers of the Company and each of its Subsidiaries. Each individual listed on Schedule 2.1(c) of the Company Disclosure Letter as a member of the Board of Directors of the Company has been duly and validly elected or appointed by all necessary action of the Company’s Stockholders or Board of Directors in accordance with the Company’s Certificate of Incorporation, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs Bylaws and applicable Legal Requirements. Each individual listed as an officer of the Company or any Subsidiary. (don Schedule 2.1(c) Since the Prior Transaction Date, of the Company Disclosure Letter has not conducted any business under or otherwise usedbeen duly and validly appointed by all necessary action of the Company’s Board of Directors in accordance with the Company’s Certificate of Incorporation, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this AgreementBylaws and applicable Legal Requirements.

Organization, Standing, Power and Subsidiaries. (a) The Company E3 is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws Laws of the State of Georgia. Each E3 Subsidiary has been duly organized and is validly existing legal entity and in good standing or its local equivalent, as applicable, under the Laws of the jurisdiction of its jurisdiction organization (which is set forth in the E3 Disclosure Schedule), except where a failure to be such shall not have a Material Adverse Effect on E3. The E3 Subsidiaries are the only Subsidiaries of incorporationE3. Each of Acquired Entity has all requisite corporate power to own, lease and operate its properties and to carry on its business as currently being conducted and as currently proposed to be conducted, and is duly qualified to transact business and is in good standing or its local equivalent, as applicable, in each jurisdiction in which the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws nature of its jurisdiction of incorporationoperations requires such qualification, except where the failure to be so incorporated, validly existing qualify has not and duly registered (or the equivalent thereof) would will not have a Company Material Adverse EffectEffect on E3. Each E3 has delivered true and correct copies of the Company Articles of Incorporation and its Subsidiaries has full power Bylaws of E3, and the charter documents of each other Acquired Entity in accordance with relevant local Law, each as amended to conduct the Business and is duly licensed or qualified date, to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse EffectJDA. To the Knowledge None of the Company, there are no currently effective powers Acquired Entities is in violation of attorney executed by or on behalf any of the Company provisions of its Articles or its Subsidiaries (exceptCertificates of Incorporation, Bylaws or other charter documents. No Acquired Entity owns directly or indirectly any equity or similar interest in, or any interest convertible or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity except as set forth in the case of a E3 Disclosure Schedule. E3, or an E3 Subsidiary, in favor of the Company or another Subsidiary). (b) Schedule 2.1(b) of the Seller Disclosure Letter sets forth a true, correct, and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of owns all of the allotted and issued shares and equity interests or other Equity Interests ownership interests, as applicable under local Law, of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that E3 Subsidiary, which equity interests are described as held by in the Company on Schedule 2.1(b) of the Seller E3 Disclosure LetterSchedule, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, Liens except as set forth in the relevant Organizational Documents or Applicable Law, are not subject Schedule 3.1 attached hereto. E3 has delivered to any additional contributions or payments, pre-emptive rights or rights of first refusal. (c) Since the Prior Transaction Date, none JDA true and correct copies of the Companycharter documents of each of the E3 Subsidiaries and any other agreement, its Subsidiaries arrangement or their respective shareholders has ever formally approved or commenced document (i) between E3 and any proceeding or made any election dissolving or liquidating the Company or any E3 Subsidiary or the winding up (ii) otherwise related to E3's direct or cessation indirect ownership of the business or affairs of the Company or any E3 Subsidiary. (d) Since the Prior Transaction Date, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of the State of Delaware. The Company has the corporate power to own, operate, use, distribute and lease its assets and properties and to conduct the Business. The Company is duly licensed or qualified as a foreign corporation or company to do business, and is in good standing, in each jurisdiction where the character or location of incorporation. Each of the Company’s Subsidiaries is validly incorporatedits assets or properties (whether owned, validly existing and duly registered (leased or licensed) or the equivalent thereof) under the laws nature of its jurisdiction of incorporation, activities make such qualification or licensing necessary to the Business except where the failure to be so incorporatedqualified or licensed, validly existing individually or in the aggregate, both (i) has not had and duly registered (or the equivalent thereof) would not reasonably be expected to have a Company Material Adverse Effect. Each Effect on the Company and (ii) has not had and would not be reasonably expected to have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or the Company Transaction Documents or to consummate the Transactions hereby or the transactions thereby and its Subsidiaries has full power to conduct the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To materially impede or delay or be reasonably expected to materially impede or delay the Knowledge consummation of the CompanyTransactions. The Company has made available to Acquirer a true and correct copy of its certificate of incorporation, there are no currently effective powers as amended to date, and bylaws, as amended to date, each of attorney executed by or which is in full force and effect as of the date hereof and the Board has not approved any additional amendment to either of such documents. Except as set forth on behalf Schedule 2.1(a) of the Company or its Subsidiaries (exceptDisclosure Letter, in the case of a Subsidiary, in favor of the Company has and, since its inception has had, no Equity Interest, whether direct or another Subsidiary)indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. (b) Schedule 2.1(b) of the Seller Disclosure Letter sets Except as set forth a true, correct, and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Company Disclosure Letter, free and clear of all Encumbrancesthe Company does not directly or indirectly have any subsidiaries, other than Permitted Encumbrancesown any equity or similar interest in, and all such Equity Interests or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person. There are duly authorized, validly issued, fully paid no entities that have been merged into or properly credited as fully paid and, except as set forth in that otherwise are predecessors to the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusalCompany. (c) Since Neither the Prior Transaction Date, none Company nor any of the Company, its Subsidiaries or their respective shareholders Company Stockholders has ever formally approved or commenced any proceeding or made any election dissolving contemplating the dissolution or liquidating the Company or any Subsidiary or the winding up or cessation liquidation of the business or affairs of the Company or any SubsidiaryCompany. (d) Since the Prior Transaction Date, Schedule 2.1(d) of the Company has not conducted any business under or otherwise usedDisclosure Letter sets forth a true, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreementcorrect and complete list of: (i) the names of the members of the Board; (ii) the names of the members of each committee of the Board and (iii) the names and titles of the officers of the Company.

Organization, Standing, Power and Subsidiaries. (a) The Company and each of the Subsidiaries is validly incorporatedduly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its respective jurisdiction of incorporation. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effectorganization. Each of the Company and its the Subsidiaries has full the requisite corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which where the nature of its business is carried on as at the Agreement Daterequires such qualification, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not have reasonably be expected to be material with respect to the Company and the Subsidiaries (taken as a whole). The Company Material Adverse Effect. To the Knowledge has made available to Acquirer a true, correct and complete copy of the Companycertificate of incorporation and bylaws or other equivalent organizational or governing documents, there are no currently effective powers of attorney executed by or on behalf as applicable, of the Company or its Subsidiaries (except, in the case of a and each Subsidiary, in favor each case, as amended to date and as in effect on the date hereof. Neither the Company nor any Subsidiary is in violation of any of the Company provisions of its certificate of incorporation, bylaws or another Subsidiary)equivalent organizational or governing documents in any material respect. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary subsidiary of the Company, any other entity in which the Company or and its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization incorporation (together with the Company, the “Company Group EntitiesSubsidiaries”). The Company is the legal and beneficial owner of all of the allotted issued and issued shares and other outstanding Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure LetterSubsidiary, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusalrefusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or pursuant to any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any of the Subsidiaries to issue, transfer, sell, purchase or redeem or otherwise acquire or sell any such securities. Except for the Subsidiaries, the Company has no Subsidiaries or any other Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. (c) Since Neither the Prior Transaction Date, none Company nor any of the Company, its Subsidiaries or their respective shareholders Company Stockholders has ever formally approved or commenced any proceeding or made any election dissolving contemplating the dissolution or liquidating liquidation of the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, . There are no outstanding and currently effective powers of attorneys executed by or on behalf of the Company has not conducted any business under or otherwise usedthe Subsidiaries (except, for any purpose or in any jurisdictionthe case of a Subsidiary, any name other than its corporate name as set forth in this Agreementfavor of the Company).

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each The Company has the corporate power and necessary Permits to own, operate, use, distribute and lease its properties and to conduct the Business. The Company is duly qualified to do business and is in good standing in each of the Company’s Subsidiaries jurisdictions specified on Schedule 3.1(a) to the Disclosure Schedule, which are the only jurisdictions in which such qualification is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporationnecessary, except where the failure to be so incorporatedqualified or in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has full power to conduct the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary). (b) Schedule 2.1(b3.1(b) of the Seller Disclosure Letter Schedule sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and sole beneficial owner of all of the allotted issued and issued outstanding shares and other Equity Interests of capital stock of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Lettersuch Subsidiary, free and clear of all Encumbrances, other than Permitted EncumbrancesLiens, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. refusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary or otherwise obligating any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Schedule 3.1(b) of the Disclosure Schedule sets forth a true, correct and complete list of: (ci) Since the Prior Transaction Date, none names of the members of the Board and the board of directors or other governing body of each Subsidiary of the Company and (ii) the names and titles of the officers of the Company and each Subsidiary of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company and each Subsidiary is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries Company and each Subsidiary has the corporate power to own its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is validly incorporated, validly existing duly qualified to do business and duly registered (or the equivalent thereof) under the laws of its is in good standing in each jurisdiction of incorporation, except where the failure to be so incorporatedqualified and in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate with any such other failures, would not have a reasonably be expected to result in liability that is material to the Company. Neither the Company Material Adverse Effect. Each nor any Subsidiary is in violation of any of the Company and provisions of its Subsidiaries has full power to conduct the Business and is duly licensed Articles of Incorporation or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed Bylaws or qualified equivalent organizational or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)governing documents. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity Subsidiaries. Except as set forth in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Company Disclosure Letter, the Company owns, of record and beneficially, 100% of the issued and outstanding shares of capital stock and other securities of each of its Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and nonassessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusalrefusal created by statute, the Articles of Incorporation and Bylaws or other equivalent organizational or governing documents, as applicable, of each such Subsidiary or any Contract to which each such Subsidiary is a party or by which it is bound. Other than the Subsidiaries listed in Schedule 2.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person. None of the Company or any of its Subsidiaries has agreed or is obligated to make any future investment in or capital contribution to any Person. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs Schedule 2.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board of Directors (or any Subsidiary. (dsimilar body) Since the Prior Transaction Date, of the Company has not conducted any business under and each of its Subsidiaries; (ii) the names of the members of each committee of the Board of Directors (or otherwise used, for any purpose or in any jurisdiction, any name other than similar body) of the Company and each of its corporate name as set forth in this AgreementSubsidiaries; and (iii) the names and titles of the officers of the Company and each of its Subsidiaries.

Organization, Standing, Power and Subsidiaries. (a) i. The Company is a company duly incorporated and validly existing under the laws of Israel. Each Subsidiary is duly incorporated, validly existing and duly registered (or the equivalent thereof) and, if applicable, in good standing under the laws of its jurisdiction of incorporation. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the The Company and its the Subsidiaries has full have the corporate power to own, operate, use, distribute and lease their properties and to conduct the Business business and is are duly licensed or qualified to do business and are in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of material and adverse effect with respect to the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary). (b) Schedule 2.1(b) of the Seller Disclosure Letter sets forth a true, correct, and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)Subsidiaries. The Company is and the legal and beneficial owner Subsidiaries are not in violation of all any of the allotted and issued shares and provisions of their Charter Documents, certificate of incorporation, bylaws or other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described organizational documents, as held by the Company applicable. ii. Except as set forth on Schedule 2.1(b) of the Seller Company Disclosure LetterSchedule, free the Company does not have and clear has never had a subsidiary and the Company does not own or control and has never owned or controlled, directly or indirectly, any Equity Interest in, or have any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any, corporation, partnership, limited liability company, joint venture or other business association or entity. The Company is the sole owner of all Encumbrances, other than Permitted Encumbrances, of the issued and all such outstanding Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusal. (c) Since the Prior Transaction Date, none of the CompanySubsidiaries. There are no outstanding subscriptions, its Subsidiaries options, warrants, "put" or their respective shareholders has ever formally approved "call" rights, exchangeable or commenced convertible securities or other Contracts of any proceeding character relating to the issued or made any election dissolving unissued share capital or liquidating other securities of the Subsidiaries, or otherwise obligating the Company or any Subsidiary Subsidiaries to issue, transfer, sell, purchase, redeem or the winding up otherwise acquire or cessation of the business or affairs sell any such securities. iii. Schedule 2.1(c) of the Company or any SubsidiaryDisclosure Schedule sets forth a true, correct and complete list of: (i) the names of the members of the Company Board of Directors and of the board of directors of each of the Subsidiaries and (ii) the names and titles of the officers of the Company and each of the Subsidiaries. (d) Since the Prior Transaction Date, the iv. The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, business name or other name, other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company and each Subsidiary is validly a corporation duly incorporated, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries Company and each Subsidiary has the corporate power to own its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is validly incorporated, validly existing duly qualified to do business and duly registered (or the equivalent thereof) under the laws of its is in good standing in each jurisdiction of incorporation, except where the failure to be so incorporatedqualified and in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate with any such other failures, would not have a reasonably be expected to result in liability that is material to the Company. Neither the Company Material Adverse Effect. Each nor any Subsidiary is in violation of any of the Company provisions of its Amended and its Subsidiaries has full power to conduct the Business and is duly licensed Restated Certificate of Incorporation or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed Bylaws or qualified equivalent organizational or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)governing documents. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)Subsidiaries. The Company is the legal owns, of record and beneficial owner of all beneficially, 100% of the allotted issued and issued outstanding shares of capital stock and other Equity Interests securities of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letterits Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and nonassessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. Other than the Subsidiaries listed in Schedule 2.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any Person. None of the Company or any of its Subsidiaries has agreed or is obligated to make any future investment in or capital contribution to any Person. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs Schedule 2.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board of Directors (or any Subsidiary. (dsimilar body) Since the Prior Transaction Date, of the Company has not conducted any business under and each of its Subsidiaries; (ii) the names of the members of each committee of the Board of Directors (or otherwise used, for any purpose or in any jurisdiction, any name other than similar body) of the Company and each of its corporate name as set forth in this AgreementSubsidiaries; and (iii) the names and titles of the officers of the Company and each of its Subsidiaries.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda corporation duly organized, validly existing and in good standing under the laws of the State of Delaware . Each Subsidiary is duly registered (or the equivalent thereof) organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the The Company and its Subsidiaries has full each Subsidiary have the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business their respective businesses and is are duly licensed or qualified to do business and are in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not have a Company Material Adverse EffectEffect with respect to the Company. To Except for the Knowledge Company’s ownership of the CompanySubsidiary, there are the Company and each Subsidiary have and, since their inception have had, no currently effective powers of attorney executed by Subsidiaries, or on behalf any Equity Interest, whether direct or indirect, in, any corporation, partnership, limited liability company, joint venture or other business entity. References to the good standing of the Company or its Subsidiaries (except, any Subsidiary will be understood to mean the valid existence of such Person in jurisdictions where the case concept of a Subsidiary, in favor of the Company or another Subsidiary)good standing exists. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correctcorrect and complete list of: (i) the names of the members of the Board and the board of directors (or similar body) of each Subsidiary, (ii) the names of the members of each committee of the Board and the board of directors (or similar body) of each Subsidiary and (iii) the names and titles of the officers of the Company and each Subsidiary. (c) Schedule 2.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or and its Subsidiaries hold Equity Interests, a description of such Equity Interests full legal name and each such entity’s jurisdiction of organization (together with the Companyincorporation or formation, the “Company Group Entities”)as applicable. The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure LetterSubsidiary, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. (c) Since refusal created by statute, the Prior Transaction DateCertificate of Incorporation and Bylaws or other equivalent organizational or governing documents, none as applicable of the Companysuch Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, its Subsidiaries options, warrants, “put” or their respective shareholders has ever formally approved “call” rights, exchangeable or commenced convertible securities or other Contracts of any proceeding character relating to be issued or made unissued capital stock or other securities of any election dissolving Subsidiary, or liquidating otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests. The Company does not directly or indirectly own any Equity Interests in any Person, other than the winding up or cessation of the business or affairs Subsidiaries listed in Schedule 2.1(c) of the Company or any SubsidiaryDisclosure Letter. (d) Since the Prior Transaction Date, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Company and each of its Subsidiaries is validly incorporatedduly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction the state of incorporationDelaware. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the The Company and each of its Subsidiaries has full the requisite corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing would not have reasonably be expected, individually or in the aggregate with any such other failures, to be material with respect to the Company. The Company has made available to Acquirer a Company Material Adverse Effect. To the Knowledge true, correct and complete copy of the Companycertificate of incorporation and bylaws equivalent organizational or governing documents of the Company and each of its Subsidiaries, there are no currently effective powers in each case as amended to date and as in effect on the date hereof. None of attorney executed by the Company or any of its Subsidiaries in violation of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents in any material respect. (b) Except as set forth on behalf Schedule 2.1(b) of the Company Disclosure Letter, each of the Company or its Subsidiaries (excepthas and, in the case of a Subsidiarypast three years, in favor of the Company has had, no Subsidiaries or another Subsidiary). (b) Schedule 2.1(b) of the Seller Disclosure Letter sets forth a trueany Equity Interest, correctwhether direct or indirect, and complete list of each Subsidiary of the Companyin, or made any loans to, any corporation, partnership, limited liability company, joint venture or other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such business entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letter, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusal. (c) Since the Prior Transaction Date, none None of the Company, Company or any of its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving contemplating the dissolution or liquidating liquidation of the Company or any Subsidiary of its Subsidiaries or the winding up or cessation of the business or affairs of the Company or any Subsidiary. (d) Since the Prior Transaction Date, of its Subsidiaries. There are no outstanding and currently effective powers of attorneys executed by or on behalf of the Company has not conducted or any business under or otherwise used, for any purpose or in any jurisdiction, any name other than of its corporate name as set forth in this AgreementSubsidiaries.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its the State of Delaware. The Company’s Subsidiaries are corporate entities duly organized, validly existing and in good standing under the laws of their jurisdiction of incorporation. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the The Company and its Subsidiaries has full have the corporate power and authority to own, operate, use, distribute and lease their properties, rights and assets and to conduct the Business Business. The Company and is its Subsidiaries are duly licensed or qualified to do business and are in good standing in each jurisdiction in which its business is carried on as at the Agreement Datethey conduct business, except any jurisdictions where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company or the applicable Subsidiary. To The Company has made available true, correct and complete copies of its Certificate of Incorporation and bylaws, as amended to date, each in full force and effect on the Knowledge date hereof (collectively, the “Organizational Documents”), and the certificate of incorporation, bylaws or other equivalent organizational documents, as applicable, of each of its Subsidiaries, as amended to date, each in full force and effect on the date hereof. No amendment to any of the Organizational Documents or certificate of incorporation, bylaws or other equivalent organizational documents, as applicable, of any of the Company, there ’s Subsidiaries has been approved that has not been made available. The Company and its Subsidiaries are no currently effective powers not in violation of attorney executed by or on behalf any of the Company provisions of their Organizational Documents, certificate of incorporation, bylaws or its Subsidiaries (exceptother organizational documents, in the case of a Subsidiary, in favor of the Company or another Subsidiary)as applicable. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which Company and the Company or its Subsidiaries hold Equity Interests, a description jurisdiction of such Equity Interests and incorporation of each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)Subsidiary. The Company is the legal and beneficial sole owner of all of the allotted issued and issued shares and other outstanding Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letter, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusalits Subsidiaries. (c) Since Except for the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs listed on Schedule 2.1(c) of the Company Disclosure Letter, the Company does not own or control and has never owned or controlled, directly or indirectly, any SubsidiaryEquity Interests in, or have any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any, corporation, partnership, limited liability company, joint venture or other business association or entity. (d) Since Schedule 2.1(d) of the Prior Transaction Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of: (i) the names of the members of the Board of Directors and the board of directors (or similar persons) of each of its Subsidiaries; and (ii) the names and titles of the officers of the Company and each of its Subsidiaries. (e) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, business name or other name, other than its corporate name as set forth in this Agreement.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporated, a corporation duly incorporated and validly existing and duly registered (or under the equivalent thereof) laws of Delaware. Each Company Subsidiary is in good standing under the laws of its jurisdiction of incorporationorganization. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the The Company and each Company Subsidiary has the corporate power to own, operate, use, distribute and lease its Subsidiaries has full power properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed in good standing, individually or in the aggregate with any such other failures, would not have a reasonably be expected to be material to the Company. Neither the Company Material Adverse Effect. To nor the Knowledge Company Subsidiaries is or has been in violation of any of the Companyprovisions of their respective certificate of incorporation, there are no currently effective powers articles of attorney executed by association, memorandum of association or on behalf of the Company equivalent organizational or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)governing documents. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a truelists each Company Subsidiary, correct, their respective jurisdictions of organization and complete list of each Subsidiary the holders of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)equity interests thereof. The Company is the legal and beneficial owner of all of the allotted issued and issued shares and other outstanding Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure LetterSubsidiary, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusalrefusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Company Subsidiary or pursuant to any Contract to which such Company Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Company Subsidiary, or otherwise obligating the Company or any of the Company Subsidiaries to issue, transfer, sell, purchase or redeem or otherwise acquire or sell any such securities. (c) Since Neither the Prior Transaction Date, none Company nor any of the Company, its Subsidiaries or their respective shareholders Company Stockholders has ever formally approved or commenced any proceeding or made any election dissolving contemplating the dissolution or liquidating liquidation of the Company or any Company Subsidiary or the winding up or cessation of the business or affairs of the Company or any Company Subsidiary. There are no entities that have been merged into or that otherwise are predecessors of the Company or any Company Subsidiary. (d) Since Schedule 2.1(d) of the Prior Transaction DateCompany Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board and the board of directors (or similar body) of each Company Subsidiary, (ii) the names of the members of each committee of the Board, the board of directors (or similar body) of each Company has not conducted Subsidiary and (iii) the names and titles (if applicable) of the officers of each of the Company and the Company Subsidiaries. There are no outstanding and currently effective powers of attorney executed on behalf of the Company or any business under or otherwise used, for any purpose or in any jurisdiction, any name other than its corporate name as set forth in this AgreementCompany Subsidiary.

Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporated, validly existing Acquired Companies and duly registered (or the equivalent thereof) under the laws each of its jurisdiction of incorporation. Each of the Company’s their Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporatedincluding, validly existing and without limitation, envisionTEC Germany being duly registered in the commercial register (or Handelsregister) as set out in the equivalent thereof) would not have a Company Material Adverse Effectdefinition of envisionTEC Germany below. Each of the Company Acquired Companies and its their respective Subsidiaries has full power to conduct the Business conducted by it and is duly licensed or qualified to do business in each jurisdiction in which its their business is carried on as at of the Agreement Date, except where the failure to be so duly licensed or qualified or licensed licensed, individually or in the aggregate, does not have, and would not have a Company reasonably be expected to have, an Acquired Companies Material Adverse Effect. To the Knowledge of the Company, there There are no currently effective powers of attorney executed by or on behalf of the Company Acquired Companies or its their Subsidiaries (except, in the case of a Subsidiary, in favor of the Company Acquired Companies or another Subsidiary). (b) Schedule 2.1(b) of the Seller Disclosure Letter Schedule sets forth a true, correct, and complete list of each Subsidiary of the CompanyAcquired Companies, any other entity in which the Company Acquired Companies or its their Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the CompanyAcquired Companies, the “Company Acquired Companies Group Entities”). The Each Acquired Company is the legal and beneficial owner of all of the allotted issued and issued outstanding shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Lettersuch Acquired Company, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusalrefusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or pursuant to any Contract to which such Subsidiary is a party or by which it is bound. (c) envisionTEC Germany is the legal and beneficial owner of the German Treasury Shares, which are free and clear of all Encumbrances, duly authorized, validly issued, fully paid and are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of envisionTEC Germany or pursuant to any Contract to which envisionTEC Germany is a party or by which it is bound. (d) Since the Prior Transaction DateJanuary 1, 2018, none of the CompanyAcquired Companies, its nor any of their respective Subsidiaries or their respective shareholders shareholders, has ever formally approved or commenced any proceeding or made any election dissolving contemplating the dissolution or liquidating the liquidation of any Acquired Company or any Subsidiary thereof or the winding winding-up or cessation of the business or affairs of the any Acquired Company or any SubsidiarySubsidiary thereof. (de) Since the Prior Transaction Date, the Company has The Acquired Companies have not conducted any material business under under, or otherwise used, used for any material purpose or in any jurisdiction, any name other than its corporate name as set forth in this Agreement, it being understood that envisionTEC conducts business in Canada under the names Envisiontec Inc. and Enterprise Envisiontec.

Organization, Standing, Power and Subsidiaries. (a) The Each Acquired Company is validly incorporatedduly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporation. Each of organization (in those jurisdictions where such concept is recognized) and the Company’s Subsidiaries Company is validly incorporated, validly existing and duly registered (or the equivalent thereof) not a “violating company” under the laws of the State of Israel. The Acquired Companies have the corporate power and necessary Permits to own, operate, use, its jurisdiction properties and to conduct the Business as currently proposed to be conducted. Each Acquired Company is duly qualified or, as applicable, registered to do business and is in good standing in each of incorporationthe jurisdictions specified on Schedule 3.1(a) of the Disclosure Schedule, which are the only jurisdictions in which such qualification or, as applicable, registration is necessary, except where the failure to be so incorporatedqualified or in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has full power to conduct the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary). (b) Schedule 2.1(b3.1(b) of the Seller Disclosure Letter Schedule sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and sole beneficial owner of all of the allotted issued and issued outstanding shares and other Equity Interests of capital stock of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Lettersuch Subsidiary, free and clear of all Encumbrances, other than Permitted EncumbrancesLiens, and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and non-assessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal.refusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Acquired Company or otherwise obligating any Acquired Company to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. No Acquired Company is a participant in any joint venture, partnership or similar arrangement. There are no outstanding depository receipts in relation to the shares of capital stock of Rewire EU B.V.. (c) Since The Foundation is duly organized, validly existing and in good standing under the Prior Transaction Datelaws of its jurisdiction of organization (in those jurisdictions where such concept is recognized). The Foundation has the corporate power and necessary Permits to own, none operate, use, its properties and to conduct its business as currently proposed to be conducted. The Foundation is duly qualified or, as applicable, registered to do business and is in good standing in each of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation jurisdictions specified on Schedule 3.1(c) of the business Disclosure Schedule, which are the only jurisdictions in which such qualification or, as applicable, registration is necessary, except where the failure to be so qualified or affairs of in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Foundation does not have and has never had a Subsidiary. The Foundation is not a participant in any joint venture, partnership or any Subsidiarysimilar arrangement. (d) Since Schedule 3.1(d) of the Prior Transaction DateDisclosure Schedule sets forth a true, correct and complete list of: (i) the names of the members of the Board and the board of directors or other governing body of each Subsidiary of the Company has not conducted any business under or otherwise used, for any purpose or and the Foundation and (ii) the names and titles of the officers of the Company and each Subsidiary of the Company and the Foundation. The identity of each of the people listed in any jurisdiction, any name other than its corporate name as set forth Schedule 3.1(d) of the Disclosure Schedule was approved in this Agreementadvance in writing by the CMISA.

Organization, Standing, Power and Subsidiaries. (a) The Each of the Company and each Subsidiary is validly incorporateda corporation duly organized, validly existing and duly registered (or the equivalent thereof) in good standing under the laws of its jurisdiction of incorporation. Each of the Company’s Subsidiaries Company and each Subsidiary has the corporate power to own its properties and to conduct its business as now being conducted and as currently proposed by the Company to be conducted and is validly incorporated, validly existing duly qualified to do business and duly registered (or the equivalent thereof) under the laws of its is in good standing in each jurisdiction of incorporation, except where the failure to be so incorporatedqualified and in good standing, validly existing and duly registered (individually or in the equivalent thereof) aggregate with any such other failures, would not have a reasonably be expected to result in liability that is material to the Company. Neither the Company Material Adverse Effect. Each nor any Subsidiary is in violation of any of the Company provisions of its Amended and its Subsidiaries has full power to conduct the Business and is duly licensed Restated Certificate of Incorporation or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed Bylaws or qualified equivalent organizational or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary)governing documents. (b) Schedule 2.1(b) of the Seller Company Disclosure Letter sets forth a true, correct, correct and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”)Subsidiaries. The Company is the legal owns, of record and beneficial owner of all beneficially, 100% of the allotted issued and issued outstanding shares of capital stock and other Equity Interests securities of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letterits Subsidiaries, free and clear of all Encumbrances, Encumbrances (other than Permitted EncumbrancesEncumbrances on transferability imposed by applicable securities Legal Requirements), and all such Equity Interests shares are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, and nonassessable and are not subject to any additional contributions preemptive right or payments, pre-emptive rights or rights right of first refusal. Other than the Subsidiaries listed in Schedule 2.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any Person. None of the Company or any of its Subsidiaries has agreed or is obligated to make any material future investment in or capital contribution to any Person. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs Schedule 2.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board of Directors (or any Subsidiary. (dsimilar body) Since the Prior Transaction Date, of the Company has not conducted any business under and each of its Subsidiaries; (ii) the names of the members of each committee of the Board of Directors (or otherwise used, for any purpose or in any jurisdiction, any name other than similar body) of the Company and each of its corporate name as set forth in this AgreementSubsidiaries; and (iii) the names and titles of the officers of the Company and each of its Subsidiaries.